Ben 10: Infinity
by Damont Evermore
Summary: Many years have passed since Ben's triumph over Maltruent, and while one what seems like a routine mission, he Kevin and Gwen are thrown for a loop that causes a calamity that shocks Ben's Team to it's core.
1. Shattered Dream Part I

**Welcome my friends to my first ever crossover! Ideas for my story will yet again be taken for a short period of time. This story while combine Ben 10 Ultimate Alien/Omniverse with Marvel's Avengers Earth's Mightiest Heroes. I don't own either of these wonderful shows, if I did, I would have kept the animation from UA, and would have kept AEMH going for a little while longer. The Ben of this series will have the new omnitrix, with an Ultimate Alien feature. All Ben 10 characters while have their UA appearances while Omniverse centric characters while have reinvented appearances. So without further ado let's get this party started.**

**Ben 10: Infinity Chapter I**

**A Shattered Dream**

_Four years have passed since Ben received the Neo-Omnitrix, Azmuth's greatest invention, for his courageous defeat of Vilgax. In the following years he had used it to defeat many menaces to the galaxy including, Albedo, Malware, Zs'skayr, and Maltruant, with the help of his friends Gwen, Kevin, and Rook. Now twenty years old Ben is living a charmed but rather boring life, due to an expansion of Plumber influence and addition of new tech courtesy of Azmuth. However he still answers the call whenever his help is needed._

**London, UK, June 21, 3:10 GMT**

A flash of light and a whoosh of air preceded the appearance of a bright blue portal. A slight droning was heard before suddenly a green and black motor bike shot out of the breech and took off down a cobbled road. The driver barely glanced up as the signature clock tower Big Ben passed by him.

Ben Tennyson had grown up in the four years since his last major battle, now almost a foot taller the young hero wore a brown leather jacket over a green and black shirt, worn cargo pants, and a pair of shin high black boots. On his left arm rested the Neotrix in it's newest incarnation, a white and green gauntlet.

"So Rook, you better have a good reason for sending me across the Pond," Ben said with a slight grin as he shot down the twisting street, "Because I was in the _right_ in the middle of a video chat with Ester."

Rook's face appeared in a holo-screen on the Tenn Speed's dash, "Sorry about this Ben but according to reports from the Plumber outpost around the world several important locations have come under attack. The Vatican, the Louvre, and most recently the Tower of London. Each time an artifact or object of importance is stolen and this symbol is the only clue towards the identity of the culprit.

An image appeared on the screen, it showed a bright red sword surrounded by pink runes. Below the sword, etched into the stone, was the name _Tennyson_.

"Forever Knights?" Ben asked as he turned another corner and headed towards the spot Rook had marked on his GPS.

"It does not appear to be the case," Rook declared, shaking his head, "All Forever Knights are accounted for and these symbols seem to be made by some sort of magical weapon."

"Well, Charmcaster has been a statue for years so it can't be her." Ben said with a thoughtful expression, "Do we have any other concrete leads?"

"Why not ask an expert?" Rook asked smiling, "There is _one_ other reason I had Blukic and Driba drop you off next to Big Ben and not the Tower itself."

Having reached the marker, Ben parked the Tenn Speed and took a look around. On his left was the London Eye, a massive Ferris wheel, which he smiled up at before glancing to his right.

A small bookstore cafe sat on the corner opposite the Eye. It was painted a light blue and had a very rustic feel. The sign on the front of the building was the head of a black cat with pink eyes next to the words **Nine Lives Cafe**.

Ben's expression brightened instantly at the sight of the shop.

"Thanks Rook," Ben said into his comm, "This _almost _makes up for interrupting my date."

"You are welcome Ben," Rook said, "Keep me posted."

Ben walked briskly across the street and quietly entered the cafe, the smells of baking pastries and hot tea hitting him as he shut the door. Looking around Ben realized that the clientele came in all types. In one corner of the cafe sat three Nemunia, which were talking softly while drinking chai tea. Sitting in a chair next to the window was a Tetramand, who held a book in three of her hands and a muffin in the fourth. She seemed to be reading all three books at the same time.

Ben walked past two people sitting in a booth as he made his way to the counter. On the left was a lanky wild eyed man wearing a bowtie and for some reason a fez, while on the right was a pretty young woman with big brown eyes who was looking at the man with a mix of frustration and love.

Ben caught a snippet of their conversation as he passed,

"Isn't this place perfect Clara," The man said with a giddy smile as he sucked down what looked like a shirley temple, "I just love the atmosphere here and on the plus size, they have fezes!"

"Doctor please take off the fez and put it back where you found it." Clara said with an exhausted sigh.

"No, fezes are cool," The man said frowning, "Besides the nice woman behind the counter said I could keep it."

Ben cracked a smile as he walked on towards the counter. He caught sight of the "nice woman behind the counter" and his smile widened. He approached the counter and leaned casually against it.

"Excuse me miss but do you sell smoothies?" he asked

The woman whirled around with a shocked expression on her face as she brushed her orange hair out of her eyes.

"Ben?" Gwendolyn Tennyson said in a shock, she wore an apron over a blue sweater, and dress pants. Gwen looked exactly the same except she had grown her hair out so it hung down past her shoulders.

Gwen to no one's surprise had managed to finish college in just under two and a half years. During that time she had developed into a considerably powerful mage and after completing college she had decided to leave Bellwood and move to England, with Kevin in tow.

She ran around the corner and wrapped her cousin in a hug, before she pulled away and looked him up and down.

"Your hair's a mess." she said critically.

"It's nice to see you too Gwen." Ben smirked.

"What are you doing here?" Gwen asked

Ben looked around the room and then bent down to whisper in his cousin's ear, "Is there somewhere we can speak in private."

Gwen noticed the concern in his eyes as he pulled away and nodded. She turned towards one of the cashiers, "Margie, take over for me please."

The pale blue haired girl nodded and then blushed slightly as Ben smiled in thanks.

Gwen walked Ben to the back of the store to a set of stairs that lead to her and Kevin's loft above. She reached the top of the stairs and snapped her fingers. There was a flash of pink light and suddenly a key shaped like a black cat appeared in midair. It floated down into her awaiting palm, after which she inserted it into the keyhole. The door's surface rippled slightly and then it opened by itself.

Inside was a massive circular library every inch of which was covered in shelves of books and glass cases holding precious magical artifacts.

Ben whistled at the impressive sight of the magical library, "Wow Gwen, this place is incredible, but uh where exactly _do_ you sleep?"

Gwen smiled at the innocent question, "Kevin and I have an apartment near the top of the library next to the observatory."

"Wait you have an observator...ompf!" Ben's question was cut off when a large blue shape tackled him to the ground. Zed barked excitedly as she licked Ben's face covering him in alien dog drool.

"Yes Zed, it's nice to see you too, now please get off!" Ben laughed as the Anubian Baskurr leapt off of him and sat next to a smiling Gwen, who scratched behind her left ear.

"So Ben, you wanted to tell me something important, didn't you?" Gwen said with a quizzical expression on her face.

Ben's grin fell away as he rose to his feet once more, "According to Rook, a thief is stealing important artifacts from all across the world. The most recent theft took place at the Tower of London."

Shock crossed Gwen's face, "That was in the news, apparently someone got in and out of the tower without setting off even one alarm. I investigated the crime scene myself the next day, residual mana covered the entire top of the Tower."

Gwen crossed to the center of the room and began typing frantically away at her laptop, Ben paced around the center dais with a contemplative look on his face.

"Rook had already guessed whomever stole the artifacts had magical prowess, but who could committing the crime?" Ben asked

"Well I locked Darkstar in Charmcaster's old magic bag," Gwen said with a smile as she gestured towards one of the pedestals, "and as far as I know Hex is still teaching at Friedkin, and Adwaita was imprisoned by his former subjects as soon as he stepped foot back in Ledger Domain."

"What about Charmcaster?" Ben asked, "I don't see her little stone thingy around here anywhere."

"Her _figurine _is sitting on the shelf off to your left," Gwen said without turning around as she investigated deeper into the crime spree, "So you can take her of the suspects list."

Ben searched the bookcase that Gwen had pointed to with his eyes but didn't catch sight of the small granite figurine, "Uh Gwen, did you hide it behind one of the spellbooks or something because I don't see it."

"Ugh" Gwen sighed as she turned around, "It is right there on the second shelf…"

However she was mistaken. Where the figurine once sat a deep red sword had been burned into the wood, with the word Tennyson written underneath.

"She's gone!" Gwen started, "How can she possibly be gone, and why is their a brand mark burned into my thousand year old book case."

Ben frowned, "The same reason it's been burned into the Vatican, the Louvre, and the Tower, someone is stealing important, I'm guessing magical, artifacts. They needed her for something big."

Gwen's eyes shone a bright pink as she turned to look at her cousin, "What was stolen from each location?"

Ben pulled out his plumber badge and activated it's holo-screen, "According to reports a set of ancient granite keys was stolen from the Vatican, a Van Gogh painting from the Louvre, and length of wood that was claimed to be John Dee's magic staff from the Tower of London, and oh here's a new article, someone broke into the Smithsonian Museum and stole the Hope Diamond!"

Gwen's eyes closed in concentration, her hair floating into the air behind her as magic crackled across her palms, "A set of keys, a painting, a staff, and jewel, a key, a painting, a staff, a jewel, a key to open a door, the painting is the door, the staff to perform the spell, the gem to focus it."

Gwen's eyes snapped open and an audible crack was heard, "Someone is trying to open a gate, a connection to somewhere else."

"A parallel universe?" Ben asked excitedly, "Like last time with Maltruant?"

"Most likely," Gwen said with a slight smile as she saw her cousin's whole manner change, "Though they could be trying to forge an artificial link to Ledger Domain."

"Either would be pretty bad though right?" Ben asked as his hand fell instinctively to his wrist, "Hero Time bad."

"Yes and to open a portal with artifacts like these they would need to go to a place where magical energy is abundant." Gwen contemplated.

"And that could be a number of places unless they wanted to go for the real deal and that would leave them with only one place to go." said a gruff voice from behind Ben and Gwen, both of whom turned to acknowledge the speaker.

"Anyone up for a road trip?" Kevin Levin said with a smile as he jangled his keys in front of him.

**And there ends part one, yes this chapter is mostly filler but don't worry you get to see some awesome action scenes and tense dimension hopping in the next chapters. Now as you can see I changed up the canon of the main Ben 10 timeline, but to be perfectly honest, this is the third take of this story and I believe this start fits the rest of my story much better. Now as to Ben's romance options in this story I have him set up with Ester now as to after him reaching the Marvel U...I have no clue as of yet. Might have Wasp crushing on him for a while but eh who knows. Remember Vox is swallowing all those flames so stay classy has been Damont Evermore Peace!**


	2. Shattered Dream Part II

**Get ready to embrace Infinity. Ideas for my story will yet again be taken for a short period of time. This story while combine Ben 10 Ultimate Alien/Omniverse with Marvel's Avengers Earth's Mightiest Heroes. I don't own either of these wonderful shows, if I did, I would have kept the animation from UA, and would have kept AEMH going for a little while longer. So without further ado here's part two.**

**Ben 10: Infinity Chapter II**

**Shattered Dreams Part Two**

**Road to Stonehenge, June 21, 4:45 GMT**

"So how exactly did you know about the thefts?" Ben asked from the back of Kevin's car.

Kevin Levin smiled at Ben's question, the former mad criminal had become best friends with Ben when they were teenagers and they had been close ever since. Kevin face was flanked by two curtains of long black hair, which swung to the side as he addressed Ben, "I've still got my connections in the Plumbers Tennyson, I've known about the crime spree since the beginning."

Gwen scowled at her boyfriend, "You knew about this the whole time and decided _not_ to tell me?"

Kevin shot her an abashed smile, "I just didn't want to worry you babe, you were busy with the shop and with your magical studies…"

Gwen cut him off with the raised hand, "You still should have told me."

Ben glanced at Zed who seemed to be shaking her head,

"Do they do this a lot?" he asked.

Zed nodded her head slightly and then went back to looking out the window. Ben noticed with a smile that she still wore the Alphatrix around her neck, a gift from Azmuth to Kevin based on the Nemetrix's design. He then turned back to the heated conversation that was going on in the front of the car.

"So anyway, why are we heading to Stonehenge?" Ben asked, trying to defuse the growing tension.

Gwen turned around to acknowledge him, "Stonehenge is at the center of five different ley lines…"

She paused seeing the confused look on Ben's face, "What lines?"

She sighed to herself, "A ley line is a source of powerful magic that flows across a planet, they can be found throughout the universe."

Understanding passed across Ben's face, "So if someone was trying to open a portal at one of these fey lines then couldn't they have access to planets everywhere."

Gwen touched her fingers to her mouth in thought, "Well yes _ley _lines could be the fastest form of transportation in the universe."

Ben's expression turned serious in an instant as he fingered the Neotrix, "Kevin, is there any chance you can speed up?"

Kevin acknowledged his friend in the rear view mirror, "Can I?"

He then pressed a button on the dash which caused the cars tires to flip up and a pair of wings to pop out the sides of the car. Two jet engines popped out the back of the car next to the tail lights and fired up. The hover car shot forward like a rocket as it flew through the moors of northern England.

Gwen shot her cousin a worried look, "What is it Ben?"

Ben grimaced, "I just realized something, and it could really ruin our day if my hunch is correct."

**Stonehenge, 5:00 GMT**

"Hurry up, the portal must be opened within the hour or our efforts will be for naught." a high pitched cynical voice said.

"I'm sorry, do you want to perform the ritual, oh wait you can't, so shut the hell up you pint sized brat." a snide voice cried back.

Albedo gritted his teeth at Charmcaster's words, "I am not some impetuous child, witch, I am the greatest mind in the known universe and you will give me the respect I deserve."

Charmcaster looked up from her work and glared at the white haired clone of 11 year old Ben Tennyson. Albedo glared back and flexed the hand on which his Ultimatrix sat.

He sneered at Charmcaster's appearance, half of her face along with different parts of her body were still made of stone, and this made her look like a Transylien in his opinion. Her pink coat was ripped in several places and her hair was a wild mass of white spikes.

"Aw, did I insult you little guy, I'm sorry do you want your bottle?" Charmcaster said with a maddened smile.

Albedo was about to release a writhing retort when a sinister deep voice cut him off, "Silence, both of you."

Both villains recoiled slightly as a massive shadow passed over them, "Albedo see to our defenses, Now!"

As the Galvan ran to do what his "master" bidded, the shadow rounded on Charmcaster, "And you spell weaver, one more word and I will show you how easily you shatter."

"Yes, Lord Vilgax," Charmcaster said with reverence as she bowed her head. The Chimera Sui Generis warlord turned his back on her and stared off into the horizon. Vilgax had seen better days, lightning shaped scars covered the right side of his face, and he was missing his left arm. In it's place was a red and black mechanical arm ending in sharpened caws. This prosthesis was all that was left of Malware, another of Ben's old enemies.

The sun had begun to touch the horizon when he turned back to Charmcaster, "It is almost time, ready the artifacts!"

Charmcaster went to work setting the precious diamond on top of the staff, and proceeded to position the painting in the center of the henge when a massive explosion startled her causing the old stone keys she was holding to fall from her grasp.

Vilgax whirled around towards the explosion and caught sight of a small black and red shape shooting towards him. Albedo in the form of XLR8 appeared next to Vilgax with panic evident on his sickly white face.

"Tennyson is here!" the Galvan yelled slightly panicked, "And he brought his know-it-all cousin and her thuggish boyfriend with him!"

A nasty sneer crossed Vilgax's face as he peered towards the center of the explosions, "Perfect not only will I be able to remove that thorn in my side Tennyson but his weakling companions as well."

He turned back to Albedo, whose face was shifting into a sinister sneer of his own, "Activate the drones and then get back into that fight, I don't want Tennyson to interfere until the penultimate moment."

"Understood, Lord Vilgax," Albedo said with false reverence as his form began to change, he grew taller and his face lengthened into a fanged snout, the claws on his hands were replaced with sharpened scythe blades, while his tail grew a set of sharpened spikes.

"Don't worry," Ultimate XLR8 said with a feral growl, "Tennyson won't see me until is much too late."

He then tore off in a blur his blades cutting furrows in the ground.

**Stonehenge, 5:30 GMT**

"Dammit Tennyson, every time you show up someone tries to blow up my ride!" Kevin yelled as he swerved to avoid another missile.

"Not now Kevin!" Gwen yelled as she fired a wave a mana out of the car window towards the missile batteries on the hill above them. Her form was flickering back and forth between herself and her Anodite form.

"Kevin turn right now!" Ben yelled slamming down his hand on the Omnitrix's face-plate, "It's Hero Time!"

As Kevin threw the wheel to the right, Ben opened the car door and jumped out mid transformation with Zed right behind him. There was a flash of purple and green as Ben and Zed transformed.

"Jury Rigg!" Ben yelled as he was replaced with a short red goblin like alien in an aviators jacket and a black and green jumpsuit. The Neotrix had reformed into a belt around his waist. Jury Rigg looked down at himself and sighed, "Four years later and you still give me the wrong alien huh?"

Zed let out a guttural snarl as she transformed into a massive four-eyed lizard like alien, after which Jury Rigg scrambled onto her back with a gleeful look in his eye. Zed reared and began racing up the moor towards the henge as fast as she could.

There was an explosion of dust and dirt in front of them as dozens of Vilgax's circular drones and humanoid robots burst out of the ground. Zed barely broke her stride as she raced forward with Jury Rigg laughing maniacally. "HAHAHAHA! Disassemble! Disassemble! Disassemble!"

Zed crashed into the androids and began to rip apart one of the bioids. She then threw it aside and spewed corrosive gas towards several of the smaller drones. Jury Rigg leapt off of her back and landed into the middle of a group of heavily armed bioids. They all pointed their guns at him which only caused Ben to smile. Jury Rigg cracked his knuckles and crouched low to the ground.

"Disassemble!" He screamed as he launched himself at the nearest droid and went to work breaking it into pieces.

* * *

Meanwhile on the opposite side of the moor Gwen and Kevin where running up the hill battling packs of rock monsters. Gwen had fully transformed into her Anodite form, she whirled around through the air mana tendrils trailing behind her as she fired off spell after spell. Kevin meanwhile had absorbed metal from his car and was slashing and slicing with his transfigured sword like arms.

"Man I missed this," Kevin said as he decapitated a charging rock beast and then proceeded to hack at another, "I haven't had my blood pumping this fast since Valentine's Day!"

Gwen rounded on him with a shocked look on her face, "Kevin!"

"What?" Kevin said innocently as he sidestepped a raging rock beast, "It's not like anyone is _around _to hear that."

Gwen frowned at her boyfriend and then summoned a ball of fire in her hand, she then shot a massive way of pink dragon fire towards his face.

"Whoa!" Kevin yelled as he ducked just in time, he turned and spotted the melting body of a bioid behind him, "Thanks babe."

Gwen gave him a sweet smile, "I wasn't aiming at the android."

She then flew off leaving a shocked Kevin behind.

"Smart move Levin." He muttered to himself as he took off after his girlfriend.

* * *

The last droid fell with a crunch as Jury Rigg leapt off it's back with it's head in his hand. He smiled over at Zed, who was currently gnawing on a robotic leg. He walked past her to a massive pile of robot parts and set the head down with a gleeful look in his eye.

"Hmmm, what to assemble?" The little Gremlin muttered to himself. A deep growl from Zed broke his train of thought. She was glaring up the hill, her massive reptilian claws scraping the ground. Jury Rigg followed her gaze and noticed a cloud of dust shooting towards them at incredible speeds. Before either of them could react Zed was slammed backwards fifty feet by an almost unseen force. When the dust cleared Ben was faced with a blade armed raptor like creature with sickly white skin. It's face broke into a fanged sneer at the sight of Ben.

"Why not make yourself a coffin Tennyson?" Albedo asked derisively as he stalked towards him, "Because today is the last you will ever draw breath!"

Jury Rigg smirked at the Galvan's comment, "How many times have you tried to beat me Albedo, more than I can count. Now out of all of those times how many have you won, oh I remember, none!"

The advanced Kincerelian growled and then without warning charged, Ben was struck in the face with the full force of Albedo's spiked tail and was sent flying.

He landed next to Zed, who tried to leap at the approaching Albedo only for him to easily dodge her attack and slash his blades across her muzzle. Zed let out a howl of pain which galvanized Ben back into action.

He leapt to his feet and glared at Albedo, "Think you have the upper hand?"

"Naturally." The Galvan answered with a smug smile as he transformed back to his eleven year old persona. "Your beast is injured and your form is pitiful at best."

"Oh really," Jury Rigg said with a big grin, "You're not the only one with evolved alien's Albedo. Time to go Ultimate!"

He slammed his hand down on the Neotrix, which enveloped him in a sphere of bright green energy.

"No!" Albedo roared in a mixture of anger and fear as he turned into Rath and leapt towards Ben growling savagely.

"You won't get the better of me Tenny-hurk!" He was cut off when a massive fist shot out of the aura of green light and sent him flying backwards.

"Ultimate Jury Rigg!" two voices yelled in unison.

Albedo lifted his head and glared angrily at the Evolved Goblonians.

Where Jury Rigg once stood two incredibly different figures had appeared, one stood over eight feet tall, had deep purple skin, a pit bull like face with a big lumpy nose and the physique of a body builder. Standing next to the brute was a short stick-thin yellow devil with a pinched face and an over-sized brain. The Breaker wore green and black biker style cloths while the Brain wore a pair of goggles and a pristine white lab coat. Both had the Neotrix symbol in the middle of their chest.

"Break!" the big brute yelled as he advanced towards Albedo.

"Yes, yes, go do what you do best my fine chap," The smaller alien said with a pompous tone, as he shooed his contemporary away, "Keep that ruffian busy while I construct an illustrious contraption to solve our conundrum."

The Breaker paused for a second and turned to the Builder confused, "Rufin? Contreptin?"

Albedo tried to take advantage of the big guy's confusion and leapt at him, only to find himself in the vice like grip of the purple's brute's massive right hand.

The Fixer sighed with his head in his hands before looking up and saying very slowly, "Go beat up the bad man while I make a fun toy."

Understanding flickered in the Breaker's eyes and he grinned, "Okay."

He then rounded on Albedo with hate in his eyes. The Galvan had given up trying to force open the beast's hand, which he couldn't budge even with his form's advanced strength. Ben drew him closer and snorted steam into his face, "You hurt Puppy, Now I hurt you."

The brute hefted Albedo into the air and cocked back his left arm, roaring just as he unleashed the punch, "Break!"

Albedo went flying about sixty feet and landed hard enough to dig a furrow into the ground. He managed to pick himself up out of the dirt just as the Breaker came racing towards him like a freight train.

Albedo's normal sense of control broke as Rath's rage overtook him, "Listen hear you ugly bastard, no one punches Rath in the face but Rath! You better get ready for me to open a whoop ass on your can!"

The Breaker paused in his tracks and shot Albedo a confused look, "That no make no sense."

Albedo let out a guttural growl before yelling, "I know!"

He then jump kicked Ben in the face, to which Ben responded with a head butt. The two brutes began trading blows while the Fixer looked on.

"Now that those brutes are readily occupied I can finally construct my invention." Ben said as he closed his eyes, he raised his arms causing several of the robot parts to levitate into the air and reconstruct themselves into intricate new configurations.

"Ah, that capacitor will go swimmingly with this thermal detonator, now where did those Galvanic stabilizers get to, ah there we are, now to place them next to the telescoping leg joint."

The small alien continued to mutter to himself as he used his technopathic abilities to assemble his creation. He barely noticed when Gwen and Kevin appeared next to him in a flash of pink light. Zed limped over to them with a whine, which caused Gwen to gasp in pity.

"Oh no Zed are you okay girl?"

Gwen bent down and placed her hand on Zed's muzzle and quickly healed the injury with a blast of mana. Kevin meanwhile was looking back and forth between Ben's forms with a confused look on his face, "Uh, Ben who's the big purple guy beating the shit out of Albedo?"

"Oh come now you must comprehend that the "big purple guy" as you put it is in actuality an extension of my person," Ben stated simply without turning around, "The Neotrix advanced my genus to the point where my main functions are separated into separate corporeal forms."

The blank look on Kevin's face showed that he hadn't understood anything past Mr. Levin, he then shot Gwen a questioning look, "Uh, what did he just say?"

Gwen smiled at her boyfriend and put her hands on her hips, "To put it simply, he went Ultimate and it split him into two separate aliens."

"Why didn't you just say that?" Kevin petitioned Ben, who had finished creating what looked like a four barrel plasma cannon.

The Fixer sighed, "I _did _say just that. Now back to the matter at hand, what I have in my hands here is a high powered neural stun gun. In short anything hit by this weapon will be incapacitated due to an overexposure of electric current to the synapses."

Kevin smiled as the little alien handed him the gun, "Now this is more my speed."

Ben called to his other half, "Comrade will you kindly move out of the vicinity in which Mr. Levin will be firing my apparatus."

The big brute looked up at the sound of the Builder's voice and frowned. He was crouching over Albedo's semiconscious Appoplexian form, who was currently moaning at the bottom of a deep crater.

"Vacinty?" the Breaker muttered, earning him yet another sigh from the Builder.

"Move away from the bad man." Ben stated simply, causing the big brute to stand up and walk unhurriedly towards the others. Albedo noticing the departure of his abuser started to crawl his way out of the pit he had been punched into. He shakily got to his feet and stared crosseyed towards Ben's forms and the others.

"I'm not done yet Tennyson, I still have some fight in me." Albedo said drunkenly as he stumbled forwards.

The Breaker started to laugh at the sight of Albedo stumbling around, "Kitty funny, Ha Ha Ha."

The Fixer ignored him and instead acknowledged Kevin, "He is already on the verge of unconsciousness a single shot should be able to finish him off post haste."

"One sleeping mad scientist coming right up." Kevin said as he put his finger to the trigger.

"Oops, one second too slow." Called a manic voice as Ultimate Jury Rigg, Gwen, Kevin, and Zed were hit with bolts of purple lightning.

Zed passed out first followed by the metal encased Kevin, then Gwen. Ben managed to stay conscious despite reverting back to his normal self. He looked up through haze filled eyes and made out the outline of Charmcaster.

"So you're working for him too huh." Ben groaned as he tried to sit up. Charmcaster opened her mouth to speak but was cut off by a sinister laugh.

"Indeed she _is_ Tennyson. Though she really doesn't have much say in the matter really." Vilgax said as he walked over to Ben with a cruel grimace on his face.

Ben smirked, "I guess it _was_ too much to hope that you were finally dead, but I must say I absolutely love your new look."

He nodded his head towards Vilgax's prosthetic arm, which caused the warlord to step on his chest, "You can't kill me Tennyson, you should have learned that by now, you may destroy me but every time I return stronger."

To emphasizes his point he reformed his Galvanic arm into a razor sharp sickle.

Ben smiled again, "Yep, you always return and every time you get just a bit uglier, and I send you packing all over again."

Now it was Vilgax's turn to smile, "But unfortunately for you this will be the _last _time we will ever see each other."

Before Ben could make a snarky comeback Vilgax smacked his fist across Ben's face knocking him unconscious.

He turned and acknowledged a slightly scared Charmcaster and a semi coherent Albedo, "Albedo, take this scum to the henge. Spell weaver, finish the ritual the time is almost nigh."

"Yes, Lord Vilgax." They both parroted as they moved to complete his orders. Albedo transformed into Ultimate Humungousaur and picked up Ben and the others none too gently and carried them up the hill with Charmcaster right behind him.

None of the villains, Vilgax included, noticed the small purple and grey disk that Ben held tightly in his right hand, the real fruit off his labors as Ultimate Jury Rigg. All was not as lost as Vilgax believed.

**Don't you just love cliffhangers? Next time more action, more aliens, more bad jokes, and the rise of an unseen enemy. Now I believe it's time for a little backstory on characters and such. Why does Vilgax have a prosthetic arm and facial scars, well if you watched Omniverse *Spoilers* you know that the last you saw of him was when he was turned into stone from an explosion and left for dead, so yeah he is going to be really beat up. Charmcaster is part stone because again *Spoilers* she was turned to stone as well but this was more like a charm and she was better off, now seeing as neither Vilgax or Albedo know how to use magic her reanimation is botched. Finally to Ultimate Jury Rigg, he takes the two basic parts of his personality, a need to break things and build new things and splits them into two separate symbiotic subspecies. The Breaker, a dimwitted brute who is taller, stronger, and more aggressive, and the Fixer, a highly intelligent creature with telekinesis and a more refined attitude. One breaks the other builds and since I don't think they ever really named Jury Rigg's species I'm going to call him a Goblonian and his Ultimate forms as a Hobgoblonian and a Gremgoblonian. Vox is getting kinda hungry not that I'm looking for flames or anything, but anyway this has been Damont Evermore Peace!**


	3. Shattered Dream Part III

**To Infinity and beyond. Ideas for my story will yet again be taken for a short period of time. This story while combine Ben 10 Ultimate Alien/Omniverse with Marvel's Avengers Earth's Mightiest Heroes. I don't own either of these wonderful shows, if I did, I would have kept the animation from UA, and would have kept AEMH going for a little while longer. Part three coming atcha.**

**Ben 10: Infinity Chapter III**

**Shattered Dreams Part Three**

**Stonehenge, 6:58 GMT **

Ben groaned as he came too, colors flashing across his vision as he tried to sit up. He barely got a foot off the ground before he fell backwards with a moan.

"Look who's awake," a sneering voice said as someone kicked Ben in the ribs, "Feeling better Tennyson?"

Ben groaned as he opened his eyes and found himself face to face with a smirking Albedo, who was aiming another kick at his stomach. Ben moved to stop him but found that his hands were chained behind him with metal chains shaped like hands.

Ben smiled up at a confident Albedo after the second kick, "Still a bitter little kid I see."

Kevin, who was chained across from Ben, laughed which caused Albedo to flush with anger, "Silence, you half brained idiot!"

"Oh, I'm sorry little guy, "Kevin said, his voice dripping with sarcasm, "Did I hurt your feelings?"

"Hardly," Albedo said, rounding on Kevin with a twisted grin, "But this might hurt your's."

Albedo changed without warning, turning into Ultimate XLR8 in a blink of an eye, he then slashed his scythe forward cutting a thin line across the right side of Kevin's face. Ben struggled against his bounds as he saw Albedo swing back for another hit just as Gwen screamed in fear, "Leave him alone!"

Albedo turned towards her and smirked, "Don't worry, he won't be needing his eyes where you're going."

Albedo swung back once more only to find his arm caught in a crushing vice like grip. Albedo turned and blanched at the sight of Vilgax staring menacingly down at him, "That is enough Galvan, go get the spell-weaver. It is time for my final triumph."

Albedo transformed back to his default form and scurried off, while Vilgax rounded on Ben, "Ah Tennyson today is the last time we will see each other in this life...or the next."

Ben sneered at Vilgax, "I doubt if we died we'd see each other anyway."

"Always so brave," Vilgax muttered, "And yet I know how to make that courage crumble."

He was interrupted by the sound of thunder and a flash of sinister red and purple light. Charmcaster appeared around the corner carrying a staff topped with a deep blue diamond, the stone key's linked the staff and jewel together, in front of her floated a painting of the night sky but it was distorted covered in whirls and spirals, clearly Van Gogh's 'The Starry Night' and it had come to life, with the stars shimmering deep reds, bright yellows and sinister purples.

Charmcaster seemed to be in a trance ignoring all of those assembled up until she reached the center of the henge. There she pointed the staff to the sky, and began to chant in Latin.

"_O'Gods of old look upon your faithful servant on this the longest of days and shortest of nights, and bequeath the wishes of my master. As the clock strikes the number of the ages open a portal to cast away the sinister forces of this world so the righteous may live and work their wills in peace." _

Charmcaster slumped to the ground as the staff in her hand disappeared and the painting began to grow forming into a massive whirling portal of red, yellow and purple light.

"It's is done Lord Vilgax," Charmcaster murmured, before regaining her feet, "Now do as you promised."

"Very well spell weaver," Vilgax said dismissively, "Albedo bring our prisoner's closer so I may tell them their final fate."

"Yes, Lord Vilgax at once," Albedo said as he pushed a button on a small remote at the bottom of his Ultimatrix. Ben felt himself being dragged up off his feet as the cuffs around his arms burst out of the ground and showed that they were attached to a weird combination of metal and stone. The twelve foot tall abominations had four arms which now wrapped tight around Ben, Kevin and Gwen as they were carried towards the portal. Vilgax grinned down at his trapped advisories and laughed. He waited for Ben to say something but the young man was stone faced.

"No words Tennyson?" Vilgax asked confidently, "Have I finally silenced your insufferable bravado."

He then turned his back on the trapped heroes before continuing, "This portal is a weapon told of in myths across the galaxy, and it can only be created by the most powerful magical artifacts of the planet it is to be used on. The Keys of the Ark, the greatest painting of your pitiful Van Gogh, the staff of the greatest magical mind to have walked this backwater of a planet, and of course a gem made from the tears of an Anodite."

Vilgax laughed harshly before continuing, "This portal will do whatever the creator wishes of it, and _I _am it's new master and what I want the most is the death of you Ben Tennyson, but I think I would like to see you break inside before I cause you to disappear completely from the universe."

"You tried this once before Vilgax," Ben said angrily, "Or don't you remember?"

"Oh, how could I forget the death of not only you but every Ben Tennyson ever born!" Vilgax yelled as he rounded on the young hero, "It was a glorious moment as I watched you wink out of existence, and yet you foiled me then too thanks to that time walker, but not even he can save you now. Just as you won't be able to save you dear cousin as she is ripped to nothing."

Ben and Kevin began to struggle against their bonds as the abomination carrying Gwen began to walk towards the portal, and to everyone's surprise handed her to a maddened Charmcaster. She wrapped her one arm around Gwen's neck and walked her closer and closer towards the portal as she whispered in Gwen's ear.

"I'm sorry," Charmcaster muttered to Gwen's surprise, "But it is either your life or mine, and I plan on making up the four years you kept me as a statue."

A loud crunching noise distracted everyone as Kevin ripped free of his restraints and then absorbed the stone and metal of his captor turning him into a juggernaut. He avoided Vilgax's enraged charge and slammed into Ben's captor shattering it and setting him free.

Vilgax rounded on Ben with pure hatred in his eyes and roared a challenge, "_Face me_ _Tennyson!"_

"With pleasure," Ben said with a set face, "But first, Gwen catch!"

He hurled the small purple disk he had been carrying towards his cousin, who reacted instinctively elbowing Charmcaster in the gut and leaping to catch the gadget. She stared at the tiny disk as it suddenly flared a bright pink and extended over her hand. Transforming into her Anodite form, she watched as the disk's glow intensified.

"Cousin!" Ben yelled, causing her to whirl around in fright as she saw her cousin now as Atomix going mono-a-mono against Vilgax, "The disk key's into the ley lines around the henge. Us it to close the portal, Hurry!"

Vilgax roared in anger as he watched Gwen turn back to the portal and begin working a incredibly complicated spell. He rounded on Tennyson and punched him across the face with a vengeance,"You will not ruin my plans again! You will die here and then I will finish your friends, those here and without, your grandfather, that damnable plumber Rook, and _Ester!_"

Ben paused in his attack as something snapped deep inside of him, "You will not get any where near her or any of my family and friends ever again villain, because this ends NOW!

Ben launched forward and began to beat Vilgax mercilessly, hatred pouring on him in waves.

Kevin watched the beating out of the corner of his eye as he slammed aside another abomination before he heard a strange whirring noise behind him.

He turned just in time to see Albedo grab hold of Charmcaster and then plug a strange weapon into a mechanical port on the back of her neck. Charmcaster screamed as almost all of her mana was sucked out of her body and was shot towards the portal and more importantly Gwen.

Kevin screamed in fear as he saw the beam strike Gwen, "_Nooo!" _

Albedo laughed like a maniac before he was knocked unconscious by a crazed Kevin, who had somehow managed to cross ten feet in a single jump. He raced towards Gwen, who was seemingly frozen in time. Ben stood up from the beaten body of Vilgax and watched in horror as the portal began to ripple and distort before it exploded seemingly taking Gwen, Kevin and Charmcaster with it. The last thing Ben heard before the wave of energy hit him was Vilgax laugh.

The portal collapsed into itself and disappeared in a multi colored flash leaving no trace of the battle or it's occupants except for the forlorn howling of a dog in the distance

**New York City 7:00 EDT**

Ben sat up with a jolt and looked around in shock. He wasn't dead and as he looked around he discovered that Kevin and Gwen were laying beside him unconscious but otherwise unharmed. He jumped to his feet looking around for his adversaries but found that other than Gwen and Kevin he were alone in some sort of back alley.

"Ha, take that Vilgax, you bastard," Ben yelled with joy startling the others awake, "I'm still here, alive and kicking."

Kevin shook his head groggily before smiling up at his friend, "Nice job Tennyson you saved our bacon once again. Isn't that right Gwen, Gwen?!"

Ben whirled around and started at his cousin's appearance. She was sickly and pale but the most frightening part was that her eyes were glowing a weird pattern of pink, red and yellow.

"Something's wrong," Gwen muttered her voice seeming to echo more than it should, "Ben this place feels wrong, the mana...it's twisted."

"Gwen are you alright?" Ben asked concerned as he went to touch her shoulder. As soon as he touched her however he was blown off his feet by a wave of energy.

"Don't touch me!" She screamed as she suddenly fell on her back convulsing, her eye's flashing every color of the rainbow as horrible images of strange stones and stranger beings began to fill her mind. She turned towards Kevin with a panicked look on her face, "The spell that Charmcaster used, it wasn't of our universe it came from _here_!"

"Honey, what are you talking about? We on Earth in New York City," Kevin said as he bent to pick her up only to find him slammed against the wall beside Ben by an identical wave of energy.

"No, your wrong we aren't home," Gwen began muttering as she started to float off the ground, "It was a trick...a big trick, fooled Vilgax, fooled Albedo, fooled Charmcaster, fooled us. They wanted us, they wanted...they wanted… AAAAAAGH!"

Ben and Kevin leapt to their feet as Gwen screamed in pain while her form began to flicker. There was a bright red flash and where Gwen had stood something different now floated. It looked like her Anodite form except it was bright red and her tendrils had become jagged. The form rotated towards them causing Ben and Kevin to back up away in fear. Her normally pink eyes were black and seemed to be weeping red tears while strange runes covered her arms and chest. She began to snicker cruelly as her face broke into a massive grin.

"Gwen?" Ben asked as he approached her only for him to be snatched off his feet by an unseen force. Kevin soon followed, shock and anger in his eyes. The levitated off the ground within arms reach of Gwen new form.

"Hardly," The entity said in a voice that sounded like Gwen but shattered and distorted.

"What did you do to my girlfriend!" Kevin yelled.

"Oh, she's in here," The entity said with a cruel grin, "I've just taken what I was owed."

"Owed by who!?" Ben asked angrily, "What right do you have to take my cousin's body."

"The right of vengeance!" The entity yelled, "Against the Time-Walker, the Rogue Titan, and the Queen of Mana! I am Eris and it has been so long since I have been free and it looks like this place could use my personal touch. "

Eris smiled cruelly as her hands lit up with red energy, "All that magical energy from the portal still trapped inside, it would be a pity not to let it out!"

She electrocuted Ben and Kevin and dropped them to the ground before creating a massive sphere of red and yellow energy in her hand before shooting it towards the ground, "Let the games begin."

* * *

"_Um, excuse me sir, Nick Fury would like to speak to you," _an animated voice called through a crowded underground lab, "_He wishes to know if you are behind the odd energy fluctuations going on inside the Bronx District."_

"Tell him I'm busy JARVIS," a cynical voice called back, "It's probably just Thor or Wasp beating down some super villain."

"_If I may sir," _JARVIS replied, "_The energy signature is unlike anything SHIELD has ever seen, outstrips both Sir Thor and Miss Van Dyne and seems to be growing stronger as we speak."_

This got Tony Stark's attention, the millionaire inventor walked out from behind a strange suit of armor and stared at the screens puzzling over the unknown energy signature. He scratched his chin thoughtfully but couldn't connect the signature to anything he understood. Suddenly a tremor went through the city, knocking things off the shelves at the same time as the energy signature on the screen skyrocketed.

Tony picked himself up and looked up at the screen's with an anxious look on his face, "JARVIS what was that?"

"_It appears that whatever was causing the energy signature just exploded and took three blocks with it." _JARVIS said with a trace of worry.

Tony reached into his pocket and brought out a small card, as he turned back towards the suit of armor. He pressed the A on the card and then spoke into it as it began to glow, "Avenger's Assemble."

**Another cliffhanger, don't you just love me. So Ben and his friends are now in the Marvel U, I imagine you have many questions, where are the villains, what happened to Gwen, who is Eris. Well as for the first question don't worry they will be returning, and as for the others, ah ah ah no spoilers. Next time Avenger's Vs Ben and Kevin, the aftermath of the explosion, and the emergence of several new threats. Vox is watching for flames, this has been Damont Evermore Peace!**


	4. Shattered Dream Part IV

**Last Time on Infinity, pure chaos! Now on Infinity, more chaos! Ideas for my story will yet again be taken for a short period of time. This story while combine Ben 10 Ultimate Alien/Omniverse with Marvel's Avengers Earth's Mightiest Heroes. I don't own either of these wonderful shows, if I did, I would have kept the animation from UA, and would have kept AEMH going for a little while longer. Onward to the final part of the Shattered Dream.**

**Ben 10: Infinity Chapter IV**

**Shattered Dreams Part Four**

**New York City July 28th, 8:00 EDT**

Iron Man, aka Tony Stark, soared through the air heading towards the site of what was being called by people worldwide "New Bronx". A month had passed since the massive explosion that had transformed the area into an expanse of odd stone and crystal constructs inhabited by mutants of all shapes and sizes. S.H.I.E.L.D had set up a quarantine and was monitoring anyone who reached the wall they had set up, using some of Tony's own tech. No one had a clue what had caused the explosion though both AIM and Hydra had taken credit for the attack, even though the energy pervading the area seemed to be some form of "Magic". There were two promising leads however that the Avengers had come across during the first hours after the explosion.

Tony landed outside of a large tent and pushed the door flap aside as he entered, The first thing he noticed was that Ant-Man, aka Hank Pym, who had decided to watch over their findings, was no longer alone. A balding man with his face set in a seemingly permanent smile and a young girl in a bright yellow and black dress stood watching Hank fuss over his patients.

"Hey Jan," Tony said as his face plate retracted, nodding towards his teammate before turning to the other visitor, "Coulson, what brings you here to our little shanty."

Coulson smile widened as he walked over to Tony and shook his outstretched hand, "Fury wanted me to check in on your pet 084's and to be honest I wanted to see them myself."

"Plus he brought that adorable little nerd couple with him to take some reading inside the dome with their drones." Janet van Dyne said, grinning as she beckoned the others over to where Hank was examining two separate computer screens.

"Fitzsimmons were literally begging me on their hands and knees to come see the dome." Coulson said, "What kind of man would I be to refuse them."

"A smart one," Hank Pym said as he rotated his chair around to acknowledge the others, gesturing through a plastic curtain towards the two prone figures lying beside him, "They haven't moved and aren't showing any further visible signs of mutation since the last time you checked in Tony."

Tony and Coulson pushed the curtain aside and looked down upon the two figures before them.

The figure on the left was a man in his early twenties with long black hair, his face was clean shaven and unmarked except for an "x" shaped scar on his chin and a thin line on his right cheek. He wore a black muscle shirt over a white long sleeve, worn jeans, and scarred sneakers He had a chain around his neck which held a locket engraved with the number 11.

The figure on the right was about the same age with short messy brown hair, a close shaven brown beard and a lightning shaped scar over his left eye. He wore a brown leather jacket, a green and black short sleeved shirt, cargo pants, and shin high black combat boots. He seemed to have gone through some form a mutation because his entire left arm was covered in a strange techno organic gauntlet, it was made of intertwined silver cords around his shoulder down to his elbow while his entire forearm was covered in a white and green metallic glove with a glass face plate on the back of his hand. Scared onto the same shoulder was a jagged number 10.

"I'm surprised that they got away with only a few bumps and bruises." Coulson said impressed, absentmindedly rubbed the center of his chest.

"They hardly made it away with just bumps and bruises," Hank remarked sourly as he stood up to reexamine his patients, "The John Doe on the left had three broken ribs and his bloodstream is filled with traces of metal, stone, wood, you name it he some how has it running through his circulatory system. As for John Doe number two, his arm was fully transformed when we found him, the machine seemed to be growing into his body, healing his broken bones, also there is some unknown gene structure in his DNA. So I'd say they are more worse for wear then you believe Agent Coulson."

"Hank, don't be so harsh," Jan chastised, walking past him, "All things considered they could have been in much worse shape when we found them."

"True," Hank conceded, before turning back to his patients, "What I want to know is how they survived being at the center of the blast."

"Dumb luck?" Coulson asked innocently as he watched the two sleeping figures.

* * *

Ben had never had a headache this bad before, well maybe except for the morning after his 21st birthday when we had gotten way too drunk way too fast. _Note to self never drink Tetramand Whiskey unless you want to wake up in the middle of an apartment that looked as if an electric tornado had gone through it._ Bringing him back to reality was the sound of three people talking nearby, one was a man with a commanding tone, the second was a younger man with a nervous Scottish lilt and the third was an excited young woman.

"Should we really be so close to them, after all the radiation they had been bombarded with?" the younger man asked.

"Oh Fitz where is your appreciation of danger?" the woman asked teasingly

"Oh I have an appreciation and it's telling me that I should have gone with Jemma back to headquarters, or that I should at least be wearing a hazmat suit," Fitz whined, "Not all of us are immune to radiation Skye, I could still mutate."

"You're such a big baby," Skye teased, before turning towards the other man, "So I get why you wanted Fitz here, unknown tech and all that, but why am _I_ here?"

"Well, I need you to first hack into the files to see exactly what we are dealing with here, Ant-Man doesn't seem to be in a very forthcoming mood," Coulson said with a small smile, "And secondly these people may not understand what had happened to them and a person with your gifts may be able to help them."

"Fitz get working on examining that man's arm, Skye get hacking," Coulson said as he headed out of the camp, "I'm going to grill Tony for information on the Dome and the others affected by the blast.

"_Blast...what blast?" _Ben thought to himself before everything that had happened came rushing back, "_Oh God Gwen! I have to get out of here, I have no clue what these people are doing but I don't feel like I wanna stick around to find out."_

Ben tried to move but found that his body was incredibly numb as if he hadn't moved in days. He rolled his left shoulder and searing pain shot through his arm, which caused him to scream, shocking awake Kevin and startling Fitz and Skye.

"They're awake, quick go get Coulson, Tony, anyone!" Skye yelled as she fumbled for her Icer just in case things got violent. Fitz nodded and raced off yelling for the others.

Kevin looked around in confusion and tried to sit up but found himself restrained. He looked up meeting Skye's eyes and saw a mix of confusion and fear. He then turned towards Ben and gave a shocked gasp, "Ben, what happened to you!"

Ben turned towards his voice and then followed the gaze of Kevin's eyes to his arm or what had once been his arm. The Neotrix had grown to cover his entire left arm and his left eye seemed to have trouble focusing on anything.

Kevin not understanding what had happened turned to Skye with an angry look, "What did you do to us?! Why are you holding us here?!"

"We, well not me, but some of my colleagues found you inside the blast zone near the epicenter." Skye said, while pointing her weapon back and forth between the two confused men. "They brought you here to check you out and make sure nothing was wrong."

"Blast Zone, what Blast Zo...oh no Gwen!" Kevin said as he too remembered what had occurred, "Did you find a woman with us, one with bright red hair?!"

"Uh, I don't know," Skye said just as Hank, Tony and Coulson raced in with shocked expressions on their faces.

"They're finally awake," Ant-Man said with wonder as he slowly approached Ben and Kevin, "And their seems to be no damage to their neural pathways, remarkable!"

Ben's head snapped up at his voice which caused his left eye to suddenly blur and for a moment everything went green, causing his headache to worsen, "What do you mean we're finally awake?"

"You've been unconscious for a month," Tony said with a placating gesture, "We weren't sure you were even going to wake up."

"Well thanks and all," Kevin said as he slowly place his hand against the surface of the table he was stuck to, "But we would really appreciate you letting us go, someone very important to us is in a lot of trouble."

"You can't go," Coulson said with finality, "You two are walking 084's you need to be brought back to S.H.I.E.L.D for debriefing."

"They are _not_ objects to be studied," Hank countered, "They should be allowed their freedoms, you can't just lock them up somewhere without their consent!"

"Sorry Hank, but I agree with Coulson except for that last part," Iron Man interjected, "We can take them back to Avenger's Mansion, they would be safe there."

Ben suddenly spoke up catching everyone's attention, "Do we have a say in this because I don't want to go anywhere with either of you, I want to find my cousin! We've been out for whole month and last time we saw her she was in bad shape!"

"And I would like to see you try and stop us from leaving!" Kevin said with some venom as he struggled against his bonds.

"Oh and how exactly do you intend to stop them?" Skye asked critically, "Magically break your bonds and escape."

"Honey," Kevin said with a grin, "I don't need magic."

With that he absorbed the metal of the table and covered his skin in a thick metal armor, he then turned his arms into sharp blades and sliced through his bonds, leapt of the table and cut through Ben's as well. Iron Man shot of a repulsor blast which to everyone's surprise Kevin deflected with one of his blades.

"You'll have to do better than that." Kevin smirked as Ben reached uncertainly for his the Omnitrix. He touched the face plate on the back of his hand and the hologram appeared with a flicker, "Okay Omnitrix this new look of your's better not screw me over, It's Hero Time!"

Ben leapt out from behind Kevin and disappeared in a flash of green light, in his place was a tall blue cat like alien, with a metal arm exactly like Ben's. He wore a green and black one piece suit that covered his legs and chest but left his head and arms exposed. The Omnitrix symbol was in the middle of his chest held on by a twin bandoleer.

"Fastrack!," The strange creature yelled as he grabbed hold of Kevin and took off at incredible speeds, "Nice meeting you all but we really have to go!"

He breezed past everyone and then shot out of the tent nearly knocking both Jan and Fitz off their feet.

"What was that?" Fitz asked utterly confused, while Jan got a crazy happy grin, "I know what that was, a reason to finally use this!"

She pulled out her ID card and pressed the A causing it to glow blue, "Avengers Assemble!"

* * *

Ben and Kevin raced through the city going so fast passersby thought that they were just a rogue wind, Kevin turned his head to look at Ben, "What are we going to do?"

"Simple," Ben said without looking at him, "Find Gwen, save her, return to Bellwood."

Kevin shook his head, "I have a feeling it won't be that simple."

"It never is," Ben said with a roll of his shoulders, "But we can hope right."

Suddenly thunder roared across the blue sky as storm clouds seemed to appear from nowhere. Kevin looked up and saw a bolt of lightning flying towards them, "Ben move!"

Fastrack sidestepped the bolt and kept on racing only stopping when a tall figure slammed into the ground in front of him with enough force to knock him off his feet. Kevin was thrown clear and landed on top of all things a green and black car which he quickly absorbed the metal of. The owner of the car stared at him in shock, "My ride!"

Kevin winced as he turned towards the poor owner, "I know your pain man, but don't worry I'll pay you back somehow."

With that Kevin ran over to Ben who was squaring off against a tall blonde haired man dressed in chain-mail and a winged helmet, he wore a long red cape, and held a massive iron hammer in his left hand, "Ho villain, take not one step further or risk the wrath of Thor."

Ben smirked as he lifted his hand to to his chest, "Is that right?"

Fastrack punched the dial and disappeared in a flash of green only to be replace by a tall figure that looked like an oven with arms and legs. Three slits glowed red on it's face plate and the Omnitrix was in the center of his chest.

"NRG!" the alien yelled in a Russian accent as he blasted a beam of radiation towards Thor. Thor deflected the blast with his hammer and then tossed it towards NRG with all his might. The hammer smashed into the alien and sent him flying backwards twenty feet until it lost momentum. Thor expected the odd creature to have fallen but was surprised to see the figure still standing without even a scratch on him.

"Odin's Beard!" Thor cried in shock, "What sorcery is this?!"

"No sorcery just dumb luck." Ben said, charging back into the fight with a super heated fist raised. Thor caught it with his right hand to Ben's shock and didn't even wince in pain.

"Finally a true challenge!" Thor said with a smile as he reached out his left hand which caused his hammer, Mjolnir, to fly towards him and smash into Ben sending him flying.

"Ben!" Kevin yelled as he raced to follow when four figures appeared in front of him, one was the guy in the strange armor, while the other was the doctor though he was now wearing a strange silver helmet and a red a black skin tight suit, then their was a woman about five inches tall in a wasp stylized dress flying in front of his face on a pair of wings, the final figure was the girl Skye who was the only one dressed in normal clothes.

"Where do you think you're going?" Wasp asked as she shot a beam of light at his nose causing him to yell in pain at the electric shock. Kevin swiped at her but missed as she flitted away with a big grin on your face, "Oops, just missed me."

"Wasp take Ant-Man and go help Thor," Iron Man said as he pointed his repulsors at Kevin, "Skye and I can take care of this guy, the other one might take a little extra push to put down."

"On it," Wasp said as she flew towards Ant-Man who to Kevin's surprise shrunk until he was an inch tall. Wasp picked him up and flew off towards the sound of clashing metal. Skye turned towards Kevin and glared at him, "Why don't you just come quietly eh _honey_?

Kevin smirked at the sarcasm in her voice before he morphed his left hand into a mace and the right into a hammer, "Thanks, but no thanks."

He jumped towards Iron Man and slammed him in the stomach before lashing out towards Skye. Tony grunted in pain before he grabbed hold of Kevin's mace hand and shot a blast of electricity through it.

"Crap." Kevin said as the mace head exploded and sent him and Iron Man flying apart.

* * *

Ben got up now in his human form as he rubbed the back of his head, Thor was getting to his feet as well a look of surprise on his face as he observed the prone figure. One minute the iron being had fired a blast of energy right as Thor summoned a bolt of lightning. There had been a massive explosion and now Thor was looking upon a young bearded man with a metal arm.

"You are but a common mortal?" Thor asked as he summoned Mjolnir to his hand and walked slowly towards Ben.

"Not very common," Ben said with a grin as he reactivated the Neotrix and slammed his hand down on the face plate. In his place was a massive brown dinosaur like creature with a spiked metal hand. He wore black shorts and a green bandoleer, where the Omnitrix symbol sat.

"Humungousaur!" Ben roared before he looked at his new metal hand, "Well this is new. Wanna go again Blondy?"

Thor smiled and nodded his affirmation when he felt a hand on his shoulder, he turned to see Ant Man standing beside him while Wasp hovered next to him with an awed look on her face.

"Ho friends Ant-Man and Wasp," Thor said with a grin, "Have you come to vanquish this mighty shapeshifter alongside me?"

"Maybe we can talk this out before we start vanquishing anyone." Ant Man said which caused Wasp's grin to melt away, "Aw Hank, you're no fun."

"Why are you fighting us?" Ant Man asked as he slowly approached Ben from the side. This comment caused a derisive snort that came out in an almost threatening growl, "Me fighting you! All Kevin and I want to do is find my cousin and go home to Bellwood, Bellwood Arizona."

"We can help you get home." Ant Man said calmly as he continued to approach the saurian giant, "And we can help you find your cousin. Just come with us to our headquarters and we can solve this before anything else gets out of hand."

Ben was about to agree when his vision went black and an image of Gwen appeared in his mind, the image turned towards him and looked into him with glowing red eyes. The image smiled darkly, "_They lie."_

Ben lunged forward as the image dissipated and his vision returned. It was an involuntary reaction but Wasp took it as an aggressive action and reacted instinctively. She fired a blast of energy at Humongousaur's face which caused him to roar in pain and accidentally knock Ant Man flying with a swipe of his tail.

"Hank!" Wasp cried as she flew to his side, while Thor glared at Ben as he whirled his hammer, "You will pay for that monster!"

Ben opened his eyes just in time to see Thor's hammer flying towards his face, "Oh crap!" The hammer slammed into his face sending him flying backwards through a building out onto the main street. He stumbled back to his feet just in time to see Thor, Ant Man, and Wasp racing towards him. Humungousaur looked down at his metal hand and then back at the charging heroes, he lifted his fist and pointed it towards them as he covered his eyes, "Hope this works."

His hand shot of his wrist connected to a long steel chain and fired towards the heroes striking Thor in the face sending him flying backwards. The fist retracted back to him and snapped back into place leaving him with a bemused smile on his face. He was cut off when a blinking red light lit up his left eye. He stumbled back in shock as text began to appear, "Ah, what the hell is going on!"

The heads up display kept flashing the same message, "_Strange energy signature detected, signature growing, signature growing!"_

"What signature….oh!" Ben said as he observed a massive fist coming towards him. He was thrown backwards and slammed into another building causing it to crash on top of him. He picked himself up out of the rubble and glared up at his attacker, which to his surprise turned out to be Ant-Man or more specifically Giant-Man. Hank frowned down at Ben, "Sorry but you brought this on yourself."

Wasp flitted up in front of Ben and stuck her tongue out at him, "Oooh, you're in trouble now!"

Ben smiled knowingly, "Oh you think so huh."

His voice deepened as his form swelled growing thicker scales, plates along his spine, and spikes on his tail. He now stood as tall as Giant Man who was looking at him with a shocked expression, "Ho...how?"

"You're not the only one with surprises," Ben said as he punched Hank in the face causing him to teeter backwards, "Let's go big guy round two."

* * *

Kevin deflected another repulsor blast but felt a crack go through his metal shell, "_Can't keep this up for much longer, I'm going to need some new material soon."_

Kevin zeroed in on Tony's armor and grinned, "_That should do the trick."_

To both his adversary's surprise he suddenly charged forward towards Iron Man. Skye drew a bead on him with her Icer and fired off a few shots, all of which bounced off. Kevin tackled Tony to the ground and place a palm flat against his chest.

Tony yelled at Kevin, "He watch the paint job, this baby doesn't come cheap!"

"That's what I'm hoping," Kevin said as he began to absorbed the armor's alloy, "You two are getting in the way of me making sure my girlfriend is alright, and while my monster days might be behind me, you've ticked me off just enough to make this beat down _last_."

He then made a hammer out of his new shell and punched it as hard as he could down at Tony's chest plate denting it and causing the armor to seize up.

"JARVIS? What just happened?" Tony asked, trying to move the armor's unresponsive limbs, "_The young man seemed to know exactly where to hit the armor to deactivate motor control. I am currently establishing a new channel."_

"_Who is this kid?"_ Tony asked himself as he watched Kevin stand up and face Skye.

"Why don't you just run along," Kevin said with a wave of his hand, "I'm not in a good mood, and I have a problem hitting girls especially pretty ones."

"Oh, you think I'm pretty?" Skye asked as she slowly approached Kevin with a coy smile.

"I suppose." Kevin said, rubbing the back of his neck uncomfortably as he watched Skye saunter towards him.

"Well there's more to me than just a pretty face," Skye said as she reached Kevin and leaned her head up toward his face.

"Oh r...really." Kevin gulped as he looked down at her muttering to himself the whole time, "_I have a girlfriend, I have a girlfriend, she is kinda cute though, No!, I have a girlfriend."_

"Yeah," Skye said with a wicked grin, "I can do this."

She then clamped both hands to the side of his head. Kevin tried to pull away but found himself stuck firm. Her hands then began to vibrate violently sending shockwaves throughout his entire body, his shell began to fall apart as his consciousness slipped. Skye let go of him just before he passed out causing him to fall flat on his face.

Tony managed to awkwardly get to his feet as his suit rebooted, "Nice job Skye, you sure you don't wanna a least become a part timer?"

Skye smirked, "Nah I don't look good in spandex."

"Well we got ours let's see if the others got John Doe number two?" Tony said as he activated a holo-screen, Wasp appeared but to his surprise she was in full panic mode.

"Watch out Hank! Oh hey Tony," Wasp said as she turned back and forth between the screen and whatever was occurring behind her, "Uh we're a little busy at the moment."

Iron Man watched shocked as Thor raced past behind her only for him to be sent flying back the way he came, "Jan what's going on?"

"Uh, that other guy is full of surprises Tony. He turned into some big lizard guy and looked like he was going to back down but now he's as tall as Giant Man and is giving the others hell. I think we need some help." She said in a panic.

"Okay send me your coordinates and I will be right there," Tony said before Wasp shot him a scared look, "No, Tony we need some big _green _help."

* * *

Humungousaur stood over a downed Giant Man and Thor breathing heavily watching them regain their feet slowly and painfully, "I think we're done here."

He made to walk away when Wasp alighted in front of his nose, "Where do you think you're going?"

"To find my cousin," Ben said angrily as he stomped past her, "Are you going to try and stop me?"

"I'm not but he might." Wasp said with a small smile

"Who?" Ben asked as he turned towards her, "Blondy, your big scientist boyfriend?"

Wasp blushed crimson but pushed the comment aside and pointed skyward, "Nope him!"

Ben looked up just in time to see a large green figure descending towards him. The brute smashed into him with the force of a bullet train and sent him flying all the way to main street. He pushed himself up off the ground and looked around, catching sight of a shocked Kevin, impassive Iron Man and a scared Skye. To his surprise none of them were looking at him but had their eyes glued to something behind him.

Ben whirled around and caught sight of his attacker, in fact he would have been hard to miss. He stood only a foot or two shorter than Humungousaur but was almost twice as wide in the chest. He wore only a shredded pair of jeans which left the rest of his jade green skin bare. He had a wild look on his face and his teeth were bared in a rage filled snarl.

"_Hulk Smash!"_ The beast yelled as he charged forward and slammed into Ben. He then lifted Humungousaur over his head and slammed him into the ground creating a massive crater. Ben groaned in pain and tried to rise only to see a car fill his vision and slam into his face. Hulk kept smashing until the car fell apart and then lifted the bruised bloody alien in one hand and cocked back his fist.

"You done fighting?" Hulk asked in a deep gruff voice.

"Hardly," Ben said with a grin as he raised his arm and slammed it down on his chest, "Time to go Ultimate!"

His whole body began to glow green and Hulk felt his grip loosening and punched forward. There was a cracking sound so loud that it shattered every window in a three mile radius. Wasp, Thor and Ant Man who had arrived late gasped in shock at what had just happened. Hulk looked down at his hand confused, this _creature _had just caught his punch. No one had ever caught one of his punches before.

"Ultimate Humungousaur!" Ben roared as he looked down from his new height of sixteen feet. He had a triceratops like head, a spiked blue turtle shell on his back, green skin, claw hands and a mace shaped tail. The evolved alien growled down at the Hulk, "My turn!"

He punched forward with his free metal encased hand and slammed it against Hulk's face but it didn't end there the fist then exploded in a hail of irradiated bone and metal scraps sending him flying backwards. The Hulk jumped back to his feet and made to charge again when he notice several red dots covering his body. Ben looked down to see the same.

"Attention, giant green rage beast's, stand down now in the name of S.H.I.E.L.D," a familiar voice called out. Coulson stood surrounded by several heavily armed men all of whom were focused on the two combatants, "New York has already experienced enough damage in recent memory."

"Fine," Hulk huffed as he relaxed his stance and walked to stand beside Iron Man and Skye, "I was gonna win anyway."

"Keep telling yourself that." Ben said as he slapped the Neotrix turning into Humungousaur and then back into himself. He glared around at the assembled heroes before cracking a big smile, "So who are you guys exactly."

"We're the Avengers," Tony said as he pulled off his helmet, "We protect the world from threats to big for any one hero to handle, and before you showed up we were dealing with a mass breakout of every super villain we ever put away."

"Noble goal," Ben said with a slight smile, "So why haven't the Plumbers told me about you guys?"

"Plumbers?" Wasp asked with a confused look at the others who all shrugged, "Who are the Plumbers."

"What do you mean, aren't those suits over there Plumber agents?" Ben said gesturing towards Coulson and his team.

"We're S.H.I.E.L.D agents," Skye said with a smile, "Which sounds a lot better than the 'Plumbers'."

"So no plumbers, no aliens walking the streets," Ben muttered to himself before catching Kevin's eyes, "Remember what Gwen said before she...went?"

Kevin pushed himself back onto his feet before responding, "Yeah that we aren't from _here_."

"Well she was right," Ben said ignoring Kevin's shocked expression to acknowledge Hank and Tony, "You said you could help us get home?"

Hank spoke up, "If you come back to Avenger's Mansion we could help you find your cousin and get home."

"That may be a little harder than you think Doc," Ben said with a sigh before turning to Tony, "So if we agree to come with you what happens then."

"Well since it's either the easy life in our mansion or observation in a S.H.I.E.L.D facility you don't really have any choice but to come with us," Tony said as he looked back and forward between the two younger men, "As for what happens, we help you, simple as that."

"Well all things considered, I think Kevin and I would be grateful for a little friendly hospitality." Ben said as he and Kevin stuck out their hands to shake. Tony grasped both of them firmly, "Welcome aboard."

Coulson and Skye had stood off to the side watching the conversation, Coulson nodded his approval before turning towards Skye, "Go with Tony keep an eye on their guests especially the shapeshifter, get to know them personal stuff the like, report to me but do it sporadically we don't want to make Tony or the others suspicious."

Skye nodded and walked away heading towards Tony with a set expression on her face. Coulson watched her walk away before pulling out his phone and calling a secure number, he waited until a gruff voice answered, "Is it done?"

"Yes, sir Skye will watch the 084's for the foreseeable future." Coulson assured, his boss Nick Fury nodded his head on the opposite side of the phone call, "Good, I need you back here, we found another one."

"Another?" Coulson asked confused.

"Yes and she seems to be in worse shape than the others. I'm going to need you and Fitzsimmons to come and observe her." Fury said as he stared at the stone encased face of the young woman in question.

"Right away sir," Coulson said as he hung up the phone and walked towards his ride, a 1962 red Corvette, he entered the car and patted the dash board, "Looks like our work here isn't done Lola."

He then motored away leaving the assembled Avengers, Skye, Kevin and Ben watching him disappear.

Ben turned to Kevin and shared a knowing look, "Doubt that's the last time will be seeing him."

**Location Unknown, 13:45 PM EDT **

"Sir, you have a 'visitor'," A hesitant man said as he approached his illustrious leader, the man was dressed in a yellow and black hazmat suit and seemed to be very jittery.

"Who dares intrude on my work," MODOK leader of A.I.M asked as he turned around to face the intruder. MODOK looked like a massive head supported by a golden hover chair, his limbs were vestigial and listless due to the cyborg having no need for them, "What can you do for A.I.M.?"

"The better question is what can the Advanced Idea Mechanics due for me?" A cynical voice said as a figure with pale grey skin, white hair, red eyes, and sharp teeth walked out of the shadows. He was dressed in a red and black jumpsuit and had a strange clawed glove over his right hand.

"My name is Albedo and I believe with the help of my great genius we will be able to control this world." The Galvan Human hybrid said with a cruel smile. MODOK sneered but he was intrigued this being had made it past all of A.I.M.'s defenses without setting off a single alarm, "Very well MODOK will hear your proposal."

"Wonderful." Albedo said with a sickening grin as he approached the cyborg.

**Hydra Island, 13:45 PDT**

"Is ze prisoner awake?" Baron von Strucker asked as he stalked down a hallway towards the newest addition to his expansive dungeon. He was bald with white hair wringing his scalp, he wore a monocle and an immaculate green combat uniform. His right arm was replaced by a red clawed stone gauntlet that pulsed with pink energy.

"Yes Lord Strucker," The guard said as he snapped to attention. Strucker smiled as he bent down to observe the odd beast. It was over twenty feet tall with a squid like head, green skin glowing red arms and a single clawed arm. The creature looked up at him with utter hate in his eyes.

"Leave us," Strucker said as he opened the door to the cell, which caused a force field to activate around the beast trapping him further. The guard nodded and left without a word.

"I have seen many odd beasts in my day," Strucker said as he stepped closer to the beast, "But nothing such as yourself."

"Then you are lucky," Vilgax said in a raspy whisper, "You would have died if you had met me before now."

"Is that so creature?" Strucker asked, before pressing a button on the side of the cage causing a massive electric bolt to rip through the alien's body, "You will learn to respect your betters beast, for you will be part of Hydra's new vanguard to control this world!"

Vilgax laughed coldly, "I will do as I please not as some aged human troglodyte wishes." Strucker upped the voltage causing the alien warlord to twitch uncontrollably, "You will serve Hydra!"

"And you will die by my hand!" Vilgax roared back as his body was hit by another blast of electricity. Strucker smiled cruelly before walking away, "We will see."

Vilgax coughed up some blood before glaring after the aged general, "Indeed we shall."

**Oooooh, espionage, villains vs villains, a new addition to the Avengers and this is just the beginning. Now first off you may be wondering why Kevin, unlike all of the others who went through the portal/were inside the blast zone, hasn't changed. Well that's because he is an Osmosian which makes him incredibly adaptable. Ben's new appearance is due to the Omnitrix trying to save his life, the full extent of these changes will be explored next chapter. Albedo, Charmcaster, and Vilgax were all inside the blast and were affected in different ways. Albedo is now a hybrid due to his already messed up DNA, Vilgax lost his arm once again and Charmcaster, well I don't want to give away too many spoilers. Vox went looking for flames elsewhere which I am very thankful for, This had been Damont Evermore Peace! **


	5. Some Assembly Required

**Last Time on Infinity, Ben and Kevin were taken in by the Avengers. Now Questions are answered, more are raised and an unseen threat assaults the team. Ideas for my story will yet again be taken for a short period of time. This story while combine Ben 10 Ultimate Alien/Omniverse with Marvel's Avengers Earth's Mightiest Heroes. I don't own either of these wonderful shows, if I did, I would have kept the animation from UA, and would have kept AEMH going for a little while longer. Now let us be Enchanted!**

**Ben 10: Infinity Chapter V**

**Some Assembly Required**

**Avenger's Mansion August 4, 8:30 EDT**

Ben had been awake for hours, his dreams haunted by phantoms of his cousin and the cryptic things she had said to him. Ben suddenly surged to his feet and looked at himself in the mirror. He was shirtless, only wearing a pair of black pajama bottoms; and no matter how many times he saw his reflection he still wasn't accustomed to his new appearance. His mechanical arm ended at the shoulder but he could see the tendrils the Neotrix had grown beneath his skin, and it looked as if someone had burned a 10 into the metal as well. However that wasn't the change that bothered him the most. He had lost an eye in the explosion and to fix it the mechanism on his arm had created a robotic green eye that glowed and occasional told him information about those around him or the objects he held. The mechanical eye gave him horrible headaches every time it activated and caused him to be terribly irritable. As Ben stared into the mirror he went over the events of the past week in his head. Two days after their arrival the Avengers had brought Ben and Kevin to the control room so they could explain themselves, and vice versa,

* * *

"_So how exactly did the both of you end up in that crater?" Tony asked as he looked across the table towards the young men. Kevin and Ben shot each other a look before answering.  
_

"_My girlfriend brought us there," Kevin said downcast, "She was trying to save us but something went very, very wrong."_

"_Save you from what exactly?" Ant Man asked visibly interested._

"_A couple of very dangerous people were trying to kill the three of us," Ben said with a guilty look at Kevin, "That was mostly my fault, but Gwen was trying to close a portal which exploded drawing us through it."_

"_A portal from where?" Thor asked his expression not giving away his true emotions._

"_Well that's where it gets weird." Kevin said scratching the back of his neck._

"_Weird how?" Skye asked._

"_We were at Stonehenge, "Ben said with a pause, "... in an alternate universe."_

_The assembled heroes all reacted in different almost comical ways. Tony and Hank just stared at them eyes wide, while Skye had her mouth nearly hitting the table in shock. Wasp had spit out a bunch of coffee all over Kevin, who was now glaring at her. The only ones who hadn't reacted were Hulk, who seemed disinterested and Thor who was nodding slowly._

"_I felt as though you were not of this realm." Thor said much to Avenger's surprise, "Your auras are not attuned to this world, not completely anyway."_

"_Wait Thor you knew?" Wasp asked shocked._

"_Of course, they are from a distant realm beyond the reach of the World Tree," Thor said assuredly, "Do you not sense this as well?"_

_The others shook their heads and looked at the Asgardian expectantly, who sighed, "To put it in mortal terms they are from Midgard, just not this Midgard."_

_"Multiverse Theory at it's finest," Tony said finally grasping what Thor was trying to explain.  
_

_"Wait, what are you guys planning on doing now?" Wasp asked seeing the almost defeated look on Kevin and Ben's faces._

* * *

Ben and Kevin had explained that they had wanted to go home but after their realization and careful research on Kevin's part they learned they had literally no where to go. The Avengers had offered them a place to stay for now, until they got their own apartment, access to their facilities and if they wanted it their protection and assistance in finding Gwen. However no one had any clue where to find Gwen, the Avengers hadn't even known about her existence or involvement in the explosion until Ben and Kevin had told them.

"Gwen…" Ben muttered to himself as he pictured his cousin's face before she had been taken over, "What happened to you?"

He was interrupted from his brooding by a knock on the door, he quickly crossed the room and opened the door revealing Skye. She had raised her hand to knock again and was now frozen her eyes tracking across Ben's naked and slightly scared chest. Ben snapped his fingers in front of her face bringing her back in focus, "Skye, what are you doing here?"

"Oh yeah sorry," she muttered as she blushed slightly, "Can I um...come in."

"Yeah sure," Ben said grabbing a pair of jeans off the bed before taking his shirt and coat of the dresser, "What did you want exactly?"

He walked past Skye and went into the bathroom shutting the door. Skye walked up to the door and began speaking through it, "So I came by to talk to you about the Index."

"Index?" she heard Ben ask from behind the door, "What's that?"

"It's a list of every 'gifted' person known to S.H.I.E.L.D," Skye explained, "I'm in it and so are the Avengers."

Ben opened the door, having pulled on his clothes, with a small grin on his face, "Can we talk about this over breakfast? I'm starving."

"Sure." Skye said slightly taken aback as she followed him out of the room.

* * *

"So what, you want me to sign my name or something?" Ben asked through a mouthful of toast as he looked down at the tablet before him.

"It's a little more complicated than that," Skye deadpanned, "I have to ask you a series of questions and then you'll officially be a part of the Index."

"And what exactly does that mean?" Ben asked, "Being a _part_ of the Index."

"It means S.H.I.E.L.D knows what kind of threat you would be if you ever went rogue," Skye said with a guilty smile, "...and how to stop you."

Ben smirked as he shoved a piece of bacon in his mouth, "Have fun convincing Kevin to sign that."

"He already did, yesterday." Skye said matter-a-factly.

"Oh, then fire away." Ben said pointing a pancake covered fork at her.

"Alright, what's your full name." Skye asked.

"Benjamin Kirby Tennyson." He answered with a grin.

Skye giggled, "Your middle name is Kirby."

"What's wrong with the name Kirby?" Ben asked offended.

"Oh nothing, I love the video game character." She laughed.

"Well at least somethings are the same, what's your full name by the way?" Ben queried.

"Daisy Skye Johnson, but my dad was the only one who called me Daisy." She said with a sad smile.

"I'm sorry." Ben said resting his hand over hers.

"For what?" she asked confused.

"You said 'was' doesn't that mean you know...he's _gone_?" Ben asked embarrassed.

"No, he's not _gone_, we just...don't talk as often," Skye said with mock indignation, "And I'm supposed to be asking the questions not you."

"Sorry, sorry," Ben grinned, "Go on."

"I won't ask you about your family, it seems like a moot point," Skye said, seeing his eyes harden slightly at the mention of his relatives, "So when exactly did you get your powers?"

"When I was ten years old." He stated with a reminiscent look in his eye, "Almost burned down a campground."

"Wait you got your powers that young?" Skye asked intrigued, "How exactly?"

"See this big metal arm?" Ben asked, raising his arm with the Omnitrix encasing it, "It was created by Azmuth, greatest scientist in five galaxies. This is the latest version, the one I got at 10 was just a prototype."

"Why did he make it? To help fight crime?" Skye asked.

"No, it was my decision to use it to fight the big bads," Ben said with a warm smile, "The little guy actually made it with an even nobler purpose. In fact he was pretty upset when he found out I had it."

"Really?" Skye asked surprised, "He didn't mean for you to have it."

"No, in fact the Omnitrix was never meant to be mine," Ben said ruefully, "When I first met him Azmuth said, 'The Omnitrix is not a toy to be used by an Earthling child.' He meant for my grandfather to receive it."

"So what changed." Skye wondered aloud.

"Oh, don't get me wrong he almost took it from me several times, but then I grew up, got more serious about using the Omnitrix for it's true purpose not just helping people."

"True purpose?" Skye asked.

"The Omnitrix in what ever form it takes has only one true purpose, to be an Ark. I was created to store the DNA of all sentient life inside it's matrix," Ben explained, "Azmuth once described it as this, 'Imagine if warring races could walk in each others shoes, they would be able to understand each other, there would be no need for war, violence, or the death of innocents.' The Omnitrix can even save an entire race of people from the brink of extinction."

"Really?" Skye asked awed.

"Yes, I used that feature myself to stop a millennia old war," Ben said with a contemplative look on his face, "However, several different powers saw the Omnitrix as a way to make an army that could adapt to any situation. So I've had to fight since I was 10 years old to keep my enemies from getting a hold of it."

"That must have been rough." Skye said, noticing the old hurt in his eyes, "I know what it's like to fight for what you believe in."

"I can imagine," Ben said before getting back on topic, "So I have access to over 80 alien forms at the moment, but there are over one million currently stored inside it. It can also scan for new forms of life to add to the Ark."

"Really?" Skye asked genuinely surprised, "Then why hasn't it scanned me?"

"Wait, you're not human?" Ben asked peering at her, "Could have fooled me."

"I'm an Inhuman." Skye stated with a grin, "It's why I can do this."

She raised her hands toward his glass of orange juice and closed her eyes. Ben couldn't see any thing happening but he could feel a faint tremor in the base of his spine. The orange juice lifted out of the glass and began swirling around in a perfect sphere. It shot into the air almost hitting the ceiling before settling back into the glass without a single drop hitting the table.

"Cool!" Ben said as Skye opened her eyes, "But haven't we gotten off topic again?"

"Ugh, stop distracting me!" Skye joked as she went back to the Index, "So obviously your powers are tech based."

"Correct." Ben said wolfing down another pancake. Skye looked up in surprise as he then ate three sausage links in one go, "Any side effects from your powers."

"I stay injured when I change back to human form, if the injuries are bad enough anyway," Ben stated, "And as you can see I have a very high metabolism, which means I have to eat massive amount of food."

"Why is that?" Skye asked

"Well the Omnitrix is a part of me, so to transform I burn energy, the same can be said for when I use my powers," Ben grinned, "So that means constant snacking."

"Alright, what level of education have you had and do you have any military training?" Skye queried.

"High School graduate, never went to college, and I am a fully fledged Plumber agent, so I know how to throw a punch or two." Ben stated with a grin.

"You mentioned the Plumber's before, who exactly are they." Skye asked.

"Galactic peacekeepers," Ben explained, "In fact they're a lot like S.H.I.E.L.D just on a wider scale."

"Oh okay, now for the final piece of information," Skye stated, "Are you interested in joining the Avenger's Initiative?"

"What's that?" Ben asked intrigued.

"It's how the Avenger's got started," Skye explained, "Every 'gifted' person has the chance of being added and considered."

"So all of the Avenger's came together because of this Initiative?" Ben asked, tapping his chin, "What happens if I join?"

"Well Ant Man and Wasp weren't exactly in the Initiative," Skye explained, "There were others but there were complications. As for what happens if you join, well you become a junior Avenger like me, at first we're only part time but we eventually gain full blown hero status."

"Sign me up," Ben said as he stood up and deposited his dirty dishes in the sink. Skye smiled and put down the information, "Oh, one last thing your going to need an alias?

"Oh right, I forgot everyone around here has secret identities." Ben remembered, "What's your alias?"

"Quake." Skye said with a shy smile, "Hmmm what about just 10?"

"Too generic," Ben fired back, "How about Everyman?"

"Majorly lame." Skye deadpanned, "Oh, I know how about Changeling?"

"Hmmm, I like it." Ben said with a massive grin, "So if we're done here I'm going to go hit the gym."

"We're done." Skye said, making a shooing motion with her hands, "You can go break Tony's toys now."

"Great," Ben said before he turned back, "Oh and hey Skye."

She looked up at the sudden softness in his voice, "Yeah?"

"I had fun, you know talking to you and all, we should do it again some time." Ben said as he exited the room. Skye stood stalk still for a couple of seconds listening to him walking away when a girly squeal brought her back to reality.

"Did you hear that? He _liked _talking to you!" Jan said with a manic grin, which caused Skye to roll her eyes, "Yeah so, I liked talking to him too, he's a very interesting person."

"Agreed, he seems to be a very nice guy." Wasp said slyly.

"He is, he's pretty funny too." Skye affirmed as she shuffled through the papers on her desk. Wasp grinned evilly, "It's probably helps that he's pretty attractive too huh?"

"Yeah he has this cute little scar on his…" Skye stopped herself and growled as she rounded on the now smirking Wasp, "You didn't hear me say that!"

"My lips are sealed," Wasp said with a wicked grin as she pictured all the ways she could set up this relationship, "I swear."

**Avengers Mansion, 11:45 EDT**

Ben had been working out for over three hours when he finally stopped. He sat down hard on a bench and poured water all over his face from his water bottle. He then got back up stretched and headed back upstairs to his room. On his way he heard voices coming from the control room, he walked inside and found Iron Man, Thor, Hulk, Antman and Kevin, who was covered in grease, standing around the center table.

"So you've only caught two villains out of the seventy five that escaped?" Kevin asked as he looked up at the hologram being displayed over the table.

"Yeah, well we got a little preoccupied with a certain giant explosion." Tony quipped back

"Touche," Kevin conceded with a smirk.

"And the explosion created yet another problem," Antman explained, "Mutant's, hundreds of them, all once normal people now trapped under the Dome."

"Yeah, trapped by _you_," Hulk said with surprising vehemence, "Because you think they're all monsters that need to be caged."

"We're trying to help them Bruce." Hank said offended, backing up quickly when Hulk lunged forward, "My name is not Bruce!"

Thor jumped between the two of them and raised his hammer threateningly, "I have had enough of you creature! You must learn to control your anger or else!"

"You wanna go Goldilocks?" Hulk growled, "Let's go."

"Cool down both of you!" Tony said as he forced his way between the two of them, "We're supposed to be fighting the bad guys not each other."

"I second that statement." Ben said as he tapped at the Omnitrix anxiously, "Besides if Kevin and I have to live with the two of you I'd prefer that the roof not crashing down around us."

Hulk scoffed and walked away leaving the others standing around irritated and angry. Kevin was the first to voice what they were all thinking, "Well, he's going to be a _joy _to work with!"

**Avenger's Mansion 21:18 EDT**

Hulk was laying on his too small bed wide awake staring up at the ceiling. He didn't understand why Banner was trying to get him to turn on his teammates, but he was right about the Dome it was just another prison to keep the 'freaks' separate from everyone else. On the other hand despite what Banner said the others didn't treat him like a monster, especially not Wasp or that the new kids, they treated him with respect, he actually liked them.

Suddenly Banner's voice spoke in his mind, "_That's just what they want you to think, they want to keep you docile, weak."_

"I'm never weak." Hulk fired back with a growl, "And besides joining this team was your idea in the first place!"

Hulk sat up and watched as the mirror in front of him began to ripple, until Banner appeared in full view.

"_Things change," _Was the apparitions sinister response, "_Besides this is just where they want you, this is your prison now. Get used to it."_

Hulk stared at the mirror for several minutes as a much tinier voice screamed in his head, "_No! No! Don't listen to him! Hulk, it's not me! Tell the other Avengers, it's not me! HULK!"_

The voice went silent as Hulk's eyes glowed a sickly yellow before he let out an angry growl, and stalked away. The reflection of Banner however didn't follow him; instead in a puff of yellowish green smoke it turned into a blonde haired woman in a tight fitting green outfit. She smiled grimly as she watched _her _monster walk off.

* * *

Ben awoke suddenly and stared around warily forgetting where he was for a second. Everything eventually came back into focus but the feeling of dread that now gripped him refused to go away. He looked around slowly and caught a glimpse of something big and green walking past his open door with purpose. He got out of bed and pulled on a pair of jeans, "Why do I get the feeling that I'm not going back to sleep anytime soon?"

* * *

Hank was busy across town working on the head of one of his Ultron sentries, most of which had been destroyed when the Helicarrier had crashed taking the Big House with it, so he was in the process of making more. He was so preoccupied with his tinkering he barely noticed that Jan was ranting to him until she shrank down and flew right into his field of vision, "You never listen to me! I can't believe you don't think this is cool."

"Wait what? Oh, I do think this is cool," Antman replied completely missing her point, "The modifications I've made to the AI are very exciting."

"Ugh, not stupid Ultron, the Avengers!" Jan yelled, "We're superheroes now!"

"First off I'm a scientist not a superhero," Hank deadpanned, "A secondly we were never supposed to be Avengers!"

"Yeah well the arrow guy got himself locked up and Black Spider or whatever her name is went missing," Jan fired back, "So really it worked out for everybody!"

"Everybody?" Hank asked sarcastically.

"Well, maybe not the guy who went to prison," Jan admitted, "But come on we're on a team, one who's main goal is helping people, you love helping people!"

"That's all well and good Jan," Hank said as he carried his android's head over to a secure locker, "But just because Fury or Tony say we're a team doesn't make it so, really we're just six strangers that got thrown together and that doesn't even taken into note our two reality hopping guests."

Jan was no longer paying attention, "I wonder where Thor slept before now, does he even sleep? I bet Hulk just slept wherever he wanted. That's it! I'm moving into the mansion!"

"What!?" Hank gasped whirling around and staring at Wasp, "You're sharing a penthouse apartment with Skye in the city. You don't have to move…"

Wasp cut him off before he could continue, "Firemen sleep in the firehouse!"

And with that she was gone, Hank stared down at the Ultron head in his hands, "She's very excited."

* * *

Tony and Pepper were having a heated conversation as Tony glared over his shoulder towards an uninvited guest, "I don't remember him on the schedule."

"He's Nick Fury, he wanted a meeting," Pepper fired back, "What was I supposed to do."

She then walked out of the room leaving a flustered Tony and an impassive Fury, "So lemme guess, S.H.I.E.L.D wants me to make weapons? You wanna recruit Iron Man? You're here about the Dome? I've got it, you're here about Ben and Kevin aren't you?"

"Wrong, don't make me laugh, not this time, and there we have it." Fury said with an uncharacteristic smile, "First you take in the Hulk and now you have two young men barely out of their teens, with incredible powers at their disposal."

"What do you want with them?" Tony asked seriously.

"I don't _want _anything from them," Fury said just as serious, "What I _need _to know is who they are and where they came from?"

"We don't know exactly." Tony lied, "All they remember are their names Kevin Levin and Ben Tennyson, as for their powers Ant Man concluded they must have been caused by the blast itself."

"Now why do I get the feeling that you're not being totally honest with me?" Nick asked critically.

"And when have you ever been completely honest with me?" Tony fired back as he opened a holographic file marked _Top Secret_, "What exactly is Subject Charmcaster?"

Fury's face hardened as he turned to exit Tony's office, "You have your secrets Stark and I have mine."

* * *

Ben had followed the Hulk for a short while before veering away as his natural intuition told him something was about to go down. Not even a second later JARVIS's voice came in over the communicator in the Omnitrix, "Sorry to disturb you Master Tennyson but there appears to be something...wrong."

"First off, _enough_ with the Master Tennyson nonsense, call me Ben," Ben said with a sigh, "And what do you mean 'wrong'?"

"Very well Ben," the AI conceded, "Despite the lack of physical evidence it would appear that my system's are being tampered with. I believe there is an intruder and I have informed Master Thor of this as well."

"Okay JARVIS I'll check it out." Ben said as he activated the Omnitrix, "It's Hero Time!"

Ben disappeared in a flash of green light and was replaced with a reptilian like alien with ball like feet, "XLR8! This should get the job done quick."

Ben raced off covering every level of the mansion, including the sub levels in a matter of minutes, he ended up in the entrance hall just as the front door was slammed shut by a large green hand.

"Uh, JARVIS did the Hulk just walk out on us?" Ben asked worried.

The AI seemed just as fearful, "It would appear so Sir and on top of that Miss Potts sent Thor to collect him."

"Wake up Kevin, now!" Ben said as he raced outside, "Tell him we have a Code Incursion, that should get him moving."

* * *

The Hulk was walking slowly through Downtown Manhattan towards the Dome, He needed to work out his anger and beating the crap out a bunch of raving mutants might just do the trick. He ignored the screaming and yelling civilians as they backed away from the glowering giant. A whoosh of air preceded the appearance of Hulk's newest least favorite person.

"Hulk, you must return to Avenger's Mansion with me." Thor said his tone brokering no argument.

Hulk merely frowned down at him and pushed him aside, "Out of my way, I've got places to be."

Hulk continued to walk by when he felt a hand grip his arm firmly, "It was _not_ a request!"

Hulk's eyes widened and then contracted in a white hot rage. He snarled down at the Asgardian and raised his fist.

* * *

A loud roar followed by a yell of pain and the sound of an explosion stopped Ben and Kevin in their tracks. Kevin shot XLR8 a worried look, "We might be too late to stop them from fighting."

"Noted, but we can stop the fight before it really get's out of hand," Ben said as he slammed his hand down on the Omnitrix symbol in the middle of his chest, there was a flash of green and in XRL8's place was a orange parrot like alien with a jet pack on his back, "Astrodactyl! Rawk, Kevin get a hold of Tony, have him pick you up and follow the fight."

"What are you going to be doing?" Kevin asked as he absorbed the metal off a telephone pole.

"I'm going to go get Skye and Jan, they share a penthouse due east of here," Ben said before letting out a bird like whistle as he blasted into the sky, "See you there."

Kevin pulled out his Plumber badge, which he had tweaked to catch the Avenger's signals and called up Iron Man, "Hey Tony, yeah this is Kevin, so I'm guessing you know about the grudge match going on in downtown? Good, hey do you think you could pick me up on your way there?"

* * *

Skye was watching amused as Jan and Hank bickered about if the former was moving out, "Jan you can't just give up your whole life to be a hero!"

"Why not Ben did and he turned out okay didn't he?" Wasp fired back.

As if on cue there was an explosion of glass as something big, orange and dinosaur like fell through the sky light. Skye whirled around in a fighting stance before she recognized the lightning bolt scar on the side of it's face and the bright green symbol on the belt around it's waist.

"Ben?" She asked cautiously

"The one and only, Rawk!" Astrodactyl answered with a grimace as he looked around at all the broken glass, "Sorry about the window."

Hank sighed and gave Wasp a cross look, "Yeah, he turned out _just_ fine."

"Enough, you two you can finish this lover's quarrel later," Ben said, earning a smirk from Skye and two very hard glares from the others, "Thor and the Hulk are trying to create a seismic event in Central Park."

The others froze before Wasp jumped into action shrinking down and shooting through the hole Ben made, Hank followed her a second later as he shrunk down to minuscule size and reappeared on the back of a large red ant. He soared after Wasp's retreating form as fast as he could leaving Skye and Ben standing alone in the apartment.

"May I?" Ben asked as he reached to pick Skye up in his arms. She nodded and grabbed a hold of his chest. Ben grinned down at her as he charged his jet pack, "Hold on tight."

With that he shot into the air at supersonic speeds easily out striping Wasp and Antman.

* * *

They landed just in time to see Thor slam Hulk through a stone monument, Ben winced as Hulk plowed into the ground, "That had to hurt."

"Hardly, that probably just pissed him off." Tony said as he dropped a red and gold Kevin to the ground before landing himself. Antman and Wasp appeared a minute later, while the latter looked around in shock, "It looks like a war zone!"

"And it's going to get worse if we don't stop the two of them." Hank observed. Ben made to speak but was cut off when Hulk slammed into Thor as hard as he could cutting a several meter long trench into the ground. He then grabbed Thor by the neck and held him down as he raised his fist. He was stopped when Wasp flitted in front of his face, "Hulk stop! Why are you doing this? You need to calm down, we aren't attacking you."

She was cut off when Thor using her as a distraction landed an incredibly strong uppercut sending the Hulk flying, Jan turned to look at the Asgardian annoyed, "Well I guess Thor is."

Iron Man and Kevin tried their hand next trying to calm the big guy down, "Hulk! Hulk, stop this you have to listen."

"Yeah big guy we don't want to fight you!" Kevin yelled just as both he and Iron Man were picked up and thrown aside by the raging beast. Kevin raced back into the fight while Wasp tried to distract the Hulk with small beams of bio energy. Ben helped Tony to his feet all the while watching for a time to strike, "What's wrong with the Hulk, he doesn't even seem to recognize us."

"There's some form of energy muddling his mind, I caught the energy signature on my scanners." Tony explained as he suddenly focused on Thor's hammer, "In fact it looks similar to the energy around your hammer Thor."

Thor grimaced as a sudden realization came over him, "Tis dark magic. The Hulk has been enchanted."

At that moment Hulk broke free of Kevin and Wasp and charged towards the assembled heroes just as a massive fist descended from the sky and pummeled the green giant into the dirt.

"I'm guessing this isn't a team trust building exercise?" Hank joked right before the Hulk picked him up by the wrist and pulled him over his head slamming him down hard into the ground. He then slammed both fists down on the giant man's temple knocking him unconscious. Wasp cried out in anguish and alighted at his side as he shrank back to normal height, "Please be okay Hank."

The Hulk paused for a second shaking his head as if he was trying to clear water from his ears. He held his head in his hands as his eyes began to flash yellow and green. Ben noticed this and took action, "Look, what ever has a hold of him is losing control we have to act now, Kevin, Skye Maneuver Vaxasaurian!"

Skye looked over at Ben confused as he turned back to human and began frantically searching through the Neotrix. Kevin whistled to get her attention, "Just follow my lead okay Shakes!"

"After you Shiny!" Skye quipped back as they raced towards the drunkenly stumbling Hulk. Kevin reach his left side and plunged his hands into the ground which began to swarm up Hulk's legs as Kevin's shell cracked from exertion. Skye followed his cue and did the same thing on the other side reforming the earth so it wrapped around the Hulk like a bunch of semi solid tentacles. Both of the young heroes went down to one knee as they tried to keep the raging goliath caged.

"Ben what ever you've got planned do it now!" Tony yelled as the earthen shell began to crack.

Ben slammed the dial down and disappeared in a familiar flash of green, in his place was a lanky pink skinned alien dressed as though he had escaped an insane asylum. He wore a black strait jacket and white and green striped pants. His feet and hands were bare revealing four very lengthy digits. The Omnitrix symbol was in the center of his forehead above a pair of manic green eyes, "Mindmesser!"

The alien's voice was unnaturally calm compared to its wild appearance. It folded its feet beneath it as it hovered to sit right in front of Hulks enraged face.

"Oh no, no, no this won't do at all will it?" The alien said seemingly talking to someone he couldn't see, "What's that Ben take away the mind control? Oh what's the fun in that, I can do one better!"

Without warning the alien grasped both sides of the Hulk's head, there was a loud snapping sound and yellow mist exploded away from the two figures in a bright flash. Hulk fell to his knees as the earthen shell crumbled, it's creators utterly spent. He pulled himself back onto his feet and gave Ben an uncharacteristic grin, "Thanks."

"Any time," Mindmesser said as he twirled a bit of the yellow mist between his fingers, "Oh what's that Ben? Ah yes, you can come out now! I know exactly where you are standing, and you do _not _ want me to come and get you."

Without warning a massive ax came flying out of nowhere and slammed into Iron Man knocking him down and disabling his suit, "God dammit not again!"

Ben quickly levitated Kevin and Skye out of danger laying them next to a now conscious Antman, "Well yes I could have told him about the ax. But why would I, that would ruin the surprise for the readers!"

Ben changed back into himself holding his head, which caused Jan to shoot him a worried look, "Are you okay?"

"Yeah fine," Ben stated surging back to his feet, "Mindmesser just screws me up sometimes, come on we have to get back to the fight now! Hulk's good but someone just took an ax to Iron Man!"

Ben, Wasp and Antman raced around a corner just in time to catch Thor sparing with a tattoo faced man holding a massive ax while also avoiding blasts of energy from a sultry dressed young woman who looked over at them with a wicked grin on her face, "Ah the shape changer and his little bug friends. I will take pleasure in taking your minds as well."

"Yeah right lady the only thing you'll be taking is a one way trip to jail!" Ben fired back as he slammed down the dial, "It's Hero Time!"

He had transformed back into XLR8, who only smiled before racing across the battlefield intent on tackling the woman into the ground. To his surprise she disappeared in a puff of smoke which lead to him tripping over the downed Iron Man, he skidded across the ground to a painful halt before he felt himself get pulled back towards the fight. He blinked the mud out of his eyes only to find himself suspended mid air next to Wasp and Ant Man in rings of yellow smoke. Iron Man was on the ground next to the ax wielder's feet while Thor was standing unarmed his hammer on the ground giving off a sickly green glow.

"How dare you attack us Enchantress!" Thor cried indignantly.

"Wait, wait, wait you know these people Thor?" Tony asked from his position in the dirt.

"Ai, the Enchantress and her Executioner," Thor said with a deep scowl, "They are Asgardians in name alone."

"They seem like real friendly people." Ben quipped as he struggled against his bounds.

"Why have you come here Amora?" Thor asked hesitantly

"Oh you love Midgard so much Thunderer," Amora teased, "We thought we'd come and see what all the fuss was about."

* * *

Hulk stumbled beneath the trees before he collapsed next to a passed out Skye and barely conscious Kevin. He held his head as Banner talk to him, "_You have to go back. Someone is manipulating you. They wanted you to fight the Avengers. You have to go back and make sure the others are okay!"_

"What do they need me for, I'm just a monster." Hulk mumbled to himself when he felt a hand touch his shoulder. Hulk turned to see Kevin staring at him with all the seriousness in the world, "I know how you're feeling believe me, half my life I woke up and saw a monster looking back at me."

"Yeah, I bet you still had control of yourself." Hulk countered, he was surprised however when Kevin began to laugh softly, "Hardly I was ruled by the need to take more and more from those around me and I wouldn't have been satisfied until I gained it all. I lived in fear for a long time wondering what would happen if I was ever faced with that prospect again. Don't let that fear rule you too, you're too strong."

With that Kevin slipped back into oblivion leaving the Hulk with a choice.

* * *

A loud ear splitting roar sounded across the park surprising the Enchantress long enough for Ben to spin himself free and get Ant Man out as well. The Enchantress whirled around with hate in her eyes and took aim at Ben, "You couldn't stop me before what makes you think this would end any differently?"

"Who says I'm going after you?" Ben stated cockily as he raced past her heading for Tony's prone form just as the Executioner hefted his war ax above his head, Tony watched helpless as it began to descend, "Ooh ,this is going to hurt!"

The big brute was interrupted when XLR8 slammed into him landing several fast paced punches before being backhanded away. Ben ended up back besides the Enchantress with a rueful look on his face, "Well that ended badly."

He quickly dodged several bolts of magic only to pause when he heard Wasp cry out in fear. Ben whirled around and saw that Hank, in his Giant Man form had taken his place fighting the Executioner only to get a blast of fire in the face for his efforts, causing him to fall to the ground writhing in pain. Ben raced up to Iron Man and tried to at least pull him upright, "Tony now would be a good time, for I don't know anything!"

"Suits leaking energy faster than I can recharge," Stark said exasperated, "Unless you've got some spare batteries lying around or an electrical socket, I'm not moving anytime soon.

Ben made to change forms when the Enchantress wrapped him up in bands of burning green gas, she then summoned Jan to her hand and held her up to see the Executioner's handy work. Hank tried to regain his feet only for a metal clad boot to plant him firmly back on the ground face down. Amora smiled cruelly, "The giant man first, his head will make a good trophy on my wall."

"Hank!" Wasp cried as she struggled to get free, watching the ax descend towards his head. Suddenly there was a feral roar and a loud booming noise as the Hulk appeared in a cloud of dust. He cracked the tendons in his neck and stared down the Executioner, "Let's go ugly."

He leapt forward and punched the other brute across the face sending him flying into the nearby bridge which crumpled on top of him. Amora, who had been knocked over during the Hulk's reappearance, heard a whirring noise behind her and dove to the side as Mjolnir flew past her into Thor's waiting hand. He raised it to the sky where it was struck by lightning which he then channeled into Iron Man's armor. Tony surged to his feet all ports brimming with surplus energy and pointed his repulsors toward the befuddled Enchantress. Wasp and Ben found themselves freed and squared off as well waiting to see who would make the first move.

"I do not fear you Thor or your mortal companions," Amora said icily, "Your powers are nothing compared to mine!"

At that moment the Executioner regained his feet and charged to his lady's side. He raised his ax, which now glowed blue and slammed it into the ground as hard as he could creating a creeping sheet of ice that shot towards the heroes. They all jumped aside except the Hulk who was frozen before he could make a move. Tony went skyward and shot bolts of energy at the bodyguard, "Take em down!"

Thor and Tony went after Amora as she raised gaseous shields to protect herself, while Wasp shot bolt after bolt of energy at the Executioner. Ben ran to Hulk's side and quickly transformed into a tall rocky figure who instantly caught on fire, "Heatblast! Okay big guy this might hurt a little."

He bathed the icy shell in red hot flames which allowed the Hulk to easily break free and charge the Executioner tackling him through a park bench and a lamp post. Ben and Wasp stood back too cautious to intervene, Wasp shot Ben a worried look, "What do we do now?"

"Go make sure Hank is alright," Heatblast said as he rose into the air on a rock platform, "I'm going to go see if the others have woken up."

Amora leapt away from Thor's latest attack and then fired a blast of magic into his face, he flew backwards, contorted in pain and landed with a massive splash in the pond. Iron Man took his place only to be sent flying into a nearby statue thanks to another of the witch's spells. The Hulk was too busy fighting the almost equally strong Executioner to notice the others go down, until he was punched square in the jaw, causing him to stumble backwards in pain. Wasp, having checked to make sure Hank was okay suddenly alighted in between the two behemoths and landed several painful shots. Which distracted the Executioner long enough for the Hulk to charge forward and send him skyward with one punch, "Pff, weak 'god'."

His head suddenly snapped around as the Enchantress reached into his mind again. Wasp backed away fear plastered across her face, "This could be bad."

* * *

"Hey, Tremors wake up!"

Skye awoke suddenly at the sound of Ben's voice, and let out a cry of shock. The figure in front of her looked like Ben, except for the fact his hair and beard were made of fire and his eyes were glowing bright green, "Ben what happened?"

"Oh sorry, this is one of my alien forms." Ben explained, pulling her to her feet, he then stepped back and allowed his entire body to catch on fire, "I had to cool down to wake you guys up!"

Kevin saw the shocked expression on her face and grinned, "Yeah first time Gwen and I saw him do _that_ we were pretty shocked too."

"What can I say I'm just full of surprises!" Ben joked just as the Hulk roared in anger and pain. He whirled around an anxious look on his face, "Come on the fight's not over yet."

* * *

"Destroy them all, my creature," Amora said with a cruel smirk as she saw Ben appear with the Skye and Kevin in tow, "Start with the fiery one and his companions."

Hulk turned to face Ben and then looked back Amora's way his face contorted in rage, "NO ONE CONTROLS THE HULK!"

With that he smashed the ground apart with one punch sending a literal earthquake right for her. She was sent sprawling right into the combined cross-hairs of Thor, Tony, Heatblast and Skye. Their combined attack assaulted her with so much force she passed out without even getting to defend herself. The Executioner seeing his mistress in danger raced past the heroes knocking them aside like bowling pins. He picked up the Enchantress gently with one hand and then used his ax to open a portal which he stepped through, escaping any further assault and battery.

Wasp walked over supporting a severely bruised Ant Man, who was looking around dazed, "Does anyone want to explain exactly what all that was about?"

"Old enemies from Asgard," Thor said shamefaced, "The Enchantress has ever found joy in causing me pain."

He then turned towards Hulk who was standing away from the others with a scowl on his face, "You have won the day friend Hulk, truly thou art a warrior to be reckoned with."

"Yeah, what he said but with more current terminology," Kevin agreed as he patted Hulk on the shoulder, "I'm glad to see you take my advice."

"Don't try and act all buddy, buddy," Hulk snarled, glaring down at everyone, "You all thought I was a savage monster, even those I thought I could trust. You were all going to take me down. You're no different than Ross and SHIELD, except they're honest about it."

"Hulk come on," Jan said, trying to pacify the big guy, "It's not like that."

"I'm done," Hulk said, refusing to look back at the others, "Find someone else to take my place, you have two perfect recruits right there, let's just wait and see how long it takes for you to turn on them too."

And with that he leapt into the air leaving the rest of them far behind, Kevin looked around at the others shocked and ashamed expressions and quietly slipped away heading back to the Mansion and the one thing he could use to catch up to the Hulk.

"Okay so," Iron Man said with a grimace, "Not the most promising first outing since the Bronx Incident."

"Don't worry," Ben said firmly, "He'll come back, people like him never really give up on the people they trust."

* * *

Hulk stood in the shadow of an apartment building staring back towards Central Park a saddened expression on his face, "Hmpf, first place I've really felt at home all these years on the run."

A loud engine caught his attention as a green and black motorcycle came ripping around the corner and stopped right in front of him, "Then why exactly are you leaving?"

Hulk glared down at Kevin as he stepped off the motorcycle, "Because even if they pretend I'm an equal they still only see me as the monster the world believes I am...and maybe their right."

"I don't believe that and I know you don't either," Kevin said his expression hard, "Let me ask you Hulk, have you ever harmed an innocent person?"

"No, why?" Hulk asked stone faced.

"I've almost killed 20 different people Ben included." Kevin said ashamed, shocking the Hulk slightly "Do I look like a monster to you?"

"Hardly," Hulk said with a grin, "You _do_ look like a guy I met on the road once though."

"Very funny," Kevin deadpanned, "What I'm trying to say is don't give up on yourself, there's still a lot of good left in you."

"Thanks kid." Hulk said as he turned to go.

"Wait take this," Kevin reached into his pocket and tossed him a circular device about the size of a hockey puck. Hulk looked down on it and saw it had a large red 'A' in the middle, "What's this?"

"A communicator I based on Ben and my Plumber's badges," Kevin explained, "You can use it to keep in touch without alerting SHIELD or the Hulkbusters."

Hulk grumbled his assent before putting the badge away in his pant's pocket, "See you when I see you kid."

And then he was gone leaving Kevin standing alone beside his bike.

* * *

Ben walked into his room and collapsed onto his bed too tired to worry about all the events that had taken place, Kevin had told him about his meeting with the Hulk and he was sure the big guy would be in touch as soon as he cooled down. Ben's eyes started to close when he felt the same feeling as before, as if he was being watched. He brushed it off and slowly descended into a semi-peaceful sleep blissfully unaware of the dark catlike figure staring into his room from across the street.

* * *

"Those blasted mortals are going to pay for what they did to me!" Amora yelled as she looked at her bruised features in the mirror, "Especially that shapeshifter and his dark haired friend!

She continued to rant to herself before stopping at the harsh presence that suddenly appeared behind her. She whirled around and stumbled backwards in shock and fear as she looked upon the face of someone who was supposed to be long dead, "Eris?"

"The one and only," the figure stated, she had taken Gwen's human form except she was now dressed in all black and had glowing red eyes that burned with black fire.

"What are you doing here?" Amora asked slightly terrified, "I thought…"

"What? That I was dead," Eris snapped as she stalked towards the Enchantress, "An Olympian would never die so easily...as for what I'm doing here well I have something to tell you."

"And what might that be?" Amora asked cautiously.

"Keep your hands off of Ben and Kevin," Eris said, her magic bringing to life images of the named heroes, "They are _mine_!"

**And scene, wow I really loved writing this chapter, and I hope you enjoy my changes.** **So here we go, Ben and Skye's relationship, for now just thinking of is a friendly relationship with slight flirting thrown in. I'm still not sure what I'm going to do with Ben in terms of romance but Kevin's path has been decided he is going to stay true to his mind controlled fiance, all very touching I know. The penthouse, that will be returning, not everyone can live at the mansion and I have plans for bring another of Ben's friends through to the Marvel U, but no spoilers on who exactly. Ben's weird Human/Pyronite form, that is canon according to the Wiki don't believe me check it out and now finally Mindmesser, a creation of kjmarch on Deviantart, thanks for the great alien dude! His abilities include mind control and manipulation, telekinesis, telepathy and a brain blast. Now I need your help I am starting a crossover between Dragon Age and Mass Effect and I need a Hero of Ferelden, are they going to be an asari mage, a dwarven rogue or maybe even a turian warrior. Vox is still on vacation so stay classy this has been Damont Evermore Peace! **


	6. Living Legend Part I

**Last Time on Infinity, The Enchantress was revealed and the Hulk left the team despite Kevin's best efforts. This story while combine Ben 10 Ultimate Alien/Omniverse with Marvel's Avengers Earth's Mightiest Heroes. I don't own either of these wonderful shows, if I did, I would have kept the animation from UA, and would have kept AEMH going for a little while longer. Time to take things off ice.**

**Ben 10 Infinity Chapter VI**

**Living Legend Part One  
**

**Northern Canada, August 8, 21:25 EDT**

A flash of lightning lit up the night silhouetting a large figure, whose head turned towards sky suddenly. The Hulk stared into the overcast sky as rain began to pour down around him. He continued to search the sky just as a loud peal of thunder ripped across the sky.

"Are you worried?" A voice asked, causing Hulk to finally turn his eyes back to earth. Silhouetted in the faint moonlight was Banner's specter.

"Like I'm worried about Goldilocks finding me." Hulk scoffed, walking past his other half. Banner fell in step beside him carefully watching the expression on his face, "What about the rest of the Avengers."

"I ditched our leash remember?" Hulk stated, refusing to look at the specter. Two days ago Hulk's anger had burned out and he'd found himself somewhere inside the Arctic Circle, he had left his Avenger's I.D. there, in _pieces._

"But, you kept the communicator. Why?" Banner asked, referring to the badge the Hulk kept clamped in his left hand.

Hulk shrugged noncommittally before answering, "Kid seemed okay, his friend too, not like Tony and the others."

"Tony isn't…" Banner began to say before a harsh glare from his counterpart cut him off, "Janet and Hank aren't bad people either."

"Pff, Wasp might be sweet and Ant Man might love to talk about _nonviolence_, but they still see me as a monster," Hulk muttered, pushing a tree out of his way rather forcefully.

Banner made to speak again when a pitiful howl cut him off. Hulk stomped forward and came across a wolf with it's leg caught in a bear trap. The terrified animal let out a pained growl as Hulk approached.

Banner followed him watching as the Hulk's simmering anger once again begin to boil. Hulk bent down to free the wolf's leg causing it to snap at him fearfully.

"Hold still." Hulk snarled, to Banner's surprise the beast listened standing stock still. Hulk grabbed the jaws of the trap and forced them open. The wolf gingerly stepped out of the trap and made to move away only for it's injured leg to give out beneath it. Seeing the creature in more pain sent the Hulk slightly over the edge.

He wrenched the trap out of the ground and chucked it to the side shattering it against tree trunk. He then bent down and carefully took the beast in his arms and began to walk, a slightly shocked Banner following close behind him.

"What are you...?" Banner asked before seeing the cold light in Hulk's eyes.

"Going to take her somewhere safe." Hulk said gruffly, missing the small smile on Banner's face, "Doesn't deserve to be treated like a monster."

Lightning lit up the sky once again and as the sky darkened Banner disappeared leaving the Hulk alone as he continued through the rain soaked forest.

**Northern Alaska, August 10, 10:35 EDT**

"This is the coolest thing I have ever done!" Wasp said, sitting in the pilot's seat of the Quinjet, "I'm driving a jet!"

"Really, flying a plane is the coolest thing you've ever done?" Sky asked, her eyebrows raised, from the seat behind her, "Not fighting crime as a superhero?"

"And by the way it's actually on autopilot Wasp." Iron Man's voice said over the comms as he flew beside them, "Sorry."

Ben snickered along with Skye at the look on Wasp's face as she took her hands off the controls. Wasp turned around and gave them both the stink eye which only made them laugh harder. Kevin, who was to Skye's right, was busy staring out the window with mock interest.

"So, why exactly are we in the middle of the frozen tundra interrogating the natives?" He asked clearly wishing he had stayed back at the mansion.

"This is the last place Hulk's tracker recorded him being," Tony said, "So we might be able to find a clue as to where he went."

Kevin and Ben shot each other a look that was lost on the others. They had discussed, in private, telling the others about Kevin's talk with the Hulk, but had decided to keep quiet about it for now.

A low whistle suddenly caught there attention as the Quinjet slowed to hover in mid air. Ant Man was out of his seat and was staring at something off to the left of the aircraft.

"What is it?" Ben asked, joining him at the window catching sight of a massive crater below them, "A meteor strike?"

"No, _that_ is the Hulk's landing zone." Ant Man answered somewhat awed.

* * *

The Quinjet landed next to the crater and Ben, Kevin and Wasp walked out of the hatch joining Iron Man and Thor in the cold.

"Truly the Hulk's anger is impressive," Thor said, gazing into the crater below them, before turning to Tony, "Tell me Iron Man, How do you intend to convince him to come back with us?"

"Yeah Boss, what've you got up your sleeve?" Kevan asked, his expression skeptical.

"To be honest," Tony said with a loud sigh, "I have no idea."

With that Tony headed into the crater with Thor and a now ice coated Kevin in tow. Ben began cycling through aliens while he and Wasp waited for the others to exit the Quinjet.

"It's freezing!" Wasp cried, as a bitingly cold wind ripped past them. Ben shot her an amused look, "It _is _the Arctic Circle. What were you expecting?"

A loud sigh cut off Wasp's retort as Hank and Skye walked out of the aircraft, the former with a hand to his forehead. They were both wearing different suits then before, Skye's had a built in hood and was covered with glowing red lines, while Antman's was wearing a reverse colored suit with the same red lines covering it.

"You forgot your thermal suit didn't you?" Hank sighed, his voice coming out muffled due to his mask now covering his entire face.

"W-w-well I w-wasn't the only one!" Wasp retorted, pointing at Ben, "He didn't bring one either!"

"That's because I don't need one." Ben said with a smirk, finding the alien he was looking for, "It's Hero Time!"

He slammed the dial down and disappeared in a ball of green light. A large shadow formed in the center before the ball disappeared in a flash revealing an eight foot tall creature stuck somewhere between a gorilla and a bear. It was covered head to foot in bluish white fur and had a short bear like muzzle, pointed ears, long wiry arms and huge paws. The only clothes he wore were a pair of green and black pants and a black collar around his neck where the Omnitrix now sat. His left arm ended in a metal prosthesis with a three fingered claw and a lightning bolt scar cut across his glowing left eye.

"Frostbite!" Ben yelled, his voice containing a hint of an Inuit accent.

He gave Wasp a smug smile before climbing down the side of the crater with Skye and Ant Man right behind him. Wasp shrunk down and flitted behind them, all the while muttering under her breath. When the reached the bottom the found Kevin and Iron Man investigating something on the ground while Thor looked on.

"Well, we found Hulk's tracker." Kevin deadpanned, picking up the shattered pieces of the metallic card.

"JARVIS scan for life forms." Tony said as he looked around for anymore clues of Hulk's whereabouts.

"Mortal technology," Thor scoffed, "You would do better to trust your eyes and ears."

"I'm picking something up, a life sign albeit a feint one. That's so weird though since I can't see or hear it." Iron Man said his voice dripping with sarcasm.

Ignoring the scowl Thor was now shooting Iron Man, Skye placed a palm flat against the surface of the ice. She closed her eyes and focused, a faint beat beginning to fill her ears.

"That way." Skye said pointing towards the east side of the crater. Not waiting around for the others Wasp shot ahead with Ben, running on all four legs, close behind her.

"Ok-k-kay, if this is some kind of ice m-m-monster, I'm going t-t-to…" Wasp said loud enough for Ben to hear before she suddenly cut off after rounding a corner

"Do what Jan? Hide behind your own ice monster?" Ben quipped, rounding the same corner only to see Jan kneeling in front of a large frozen spire a look of shock on her face.

Ben stalked closer and caught sight of what Wasp was staring at. Inside of the ice was large metal disk, with a large star inside of a blue circle in the center, around which wrapped a set of red rings that were separated by bare metal.

"Is that a shield?" Ben asked, walking closer to the frozen object, "What's a shield doing frozen in a chunk of ice in the middle of nowhere?

"That not a shield," Skye said, seemingly materializing at Ben's shoulder, "It's _the _shield?"

"What are you-" Ben's voice slowly trailing off as he watched Skye tentatively wipe away some of the snow surrounding the shield, revealing a man's face covered by a dark blue helmet with a stylized white A on the front.

"_No!_" Skye gasped in shock, pulling her hand away as if she had been shocked, "Oh Coulson is going to have a field day!"

"What?" Ben asked utterly confused, "Who is that?"

"Hurry, help me!" Skye said, frantically wiping away more snow. Wasp snapped out of her stupor and grew to full size before helping to remove more of the snow revealing more and more frozen man. Ben stood stock still for a couple of moments before joining in his form's large hands making quick work of the remaining snow.

As they finished Tony and Thor dropped out of the sky, the former freezing in place when he saw who was trapped in the ice.

"Well I'll be damned." He muttered to himself as he approached the block of ice. Fully revealed was a man wearing a blue and white padded uniform, along with brown leather gloves, boots, and utility belt. On the center of his chest was a white star that matched the one on the shield.

"Will one of you please tell me who this is?" Ben asked, looking between Wasp, Skye and Iron Man.

"That is Captain America, the First Avenger," Iron Man said with a hint of awe in his voice, "And according to JARVIS he's _alive_."

Iron Man opened up his comms, "Ant Man ready the Quinjet."

"_What is it Tony?"_ Hank asked, hearing the urgency in Iron Man's voice.

"We found _the _Captain." Tony responded, still staring at the frozen form of his father's old colleague, "We found Steve Rogers."

The line went silent for a second only for the sound of engines starting up to be heard in the distance.

"So, h-how d-d-do we g-get him out? Wasp stammered, her teeth still chattering.

"Easy," Tony said as a his repulsors lit up to a light burn, "We melt the ice."

"Wait!" Skye cried, stopping both Iron Man and Ben in their tracks, "I think I know a safer way of doing this.

She motioned the others to stand back and pressed both hands against the ice. She closed her eyes as she sent low level vibrations into the ice speeding up it's natural vibrations.

The others watched as before their eyes the ice began to melt slowly at first then faster and faster as Skye unknit the ice at a molecular level. After the ice completely melted away Sky slumped to the side right into Frostbite's awaiting arms.

A loud droning noise sounded above as the Quinjet appeared overhead and began to land next to the assembled heroes. As it touched down Steve Rogers took his first breath in seventy years.

**New York Harbor, 12:47 EDT**

"_Bucky!" Cap cried, watching his best friends throughout the years fly to his death. A violent explosion lit up the sky taking Bucky with it and knocking Cap into the ocean with incredible force. The last thing he remember was sinking and being incredibly cold before suddenly a warm feeling took over his body._

Cap slowly opened his eye and stared at the figures around him. One was a large man in chain mail wearing a winged helm, another was a strange red and gold robot, while to his left stood a young woman wearing a yellow and black dress and a man wearing an odd metal helmet. They seemed to be in a plane judging from the whir of engines.

"This is incredible," The man in the metal helmet said, "He's waking up!"

"Is his brain okay?" The woman asked, looking over the robot's shoulder. The helmeted man approached Cap from the side and examined his eyes, "Captain, are you alright?"

Bucky's death flashed across the Captain's mind again causing him to surge to full awareness, "Bucky!"

His hand clenched around the familiar grip of his shield and he swung it into the helmeted man's face, sending him flying towards the cockpit. The man landed into a heap next to pilot, who swiveled his head around from his position at the helm, "What the hell!"

Cap then kicked the large man across the face, causing him to careen backwards, jumped to his feet, and rolled off the table his eyes fixed on on the robot.

The robot held up his hands, "Whoa, whoa wait everythi-ugh!"

It never got to finish it's sentence due to Cap slamming the table he had been laying on into it's torso.

"Hey, calm down!" A new voice called, causing Cap to whirl around. The speaker was a young man with a glowing green eye and a mechanical arm. Behind him was a young woman on a table like the one Cap had been laying on. The man was reaching for the wrist of his mechanical arm but had his eyes locked on Steve.

"Yeah, listen to the kid.," The android said with a human like wheeze, "You're with friends."

"What are you," Cap asked, focusing on the robot, "Some form of HYDRA automaton!?"

"Listen Captain," The young man said, walking into his line of sight, "You've been frozen in ice for decades…"

"You're creative I'll give you that," Cap said, cutting him off, "Where are you taking me!? Where is Bucky!?"

"Calm yourself Captain," The larger man said, approaching from behind, "As the robot says you are among friends."

He placed a hand on Cap's shoulder, resulting in an explosive response from Cap, he grabbed the larger man by the arm, slammed him in the stomach with his shield and flipped him over his shoulder. He slammed into the helmeted man knocking him back to the floor and crashed into the planes console. It began to spark before violently exploding, much to the pilot's consternation.

"Dammit, why does this always happen!" The pilot yelled as he desperately tried to right the now nosediving plane.

Using the confusion Cap raced towards the ramp and slammed the controls causing it to open. He then jumped out of the crashing plane and dived into the ocean, as he surfaced he spotted the Statue of Liberty in the distance.

**Avenger's Mansion 12:51 EDT**

A figure clad in all black raced across the lawn before running vertically up the wall of the mansion without any issue. He then vaulted onto the second floor balcony and crouched beside one of the windows.

Claws extended out of his gloved hand which he used to cut a perfect circle out of the glass. He reached inside undoing the latch then pushed the window open. As soon as he set foot in the mansion and alarm began blaring.

"_Security Alert!" _Jarvis cried, his spiraling hologram coming to life "_Forced entry detected!"_

The man broke into a run before leaping off the banister and landing onto a pillar which he spring boarded off of before rolling to a stop in front of Jarvis's main terminal. He quickly drew a security key and plugged it into the terminal.

"_External communications taken off line by unknown technology." _Jarvis stated, "_Unable to send alarm."_

The key then hacked into the base below opening the secret entrance behind the fireplace. The mystery man jumped down the elevator shaft and landed expertly outside the main hub. He walked inside and calmly implanted a jack into the main computer and watched as all the info he desired appeared in front of him.

**Liberty Island 13:09 EDT**

"All of you out," Kevin cried as he focused on keeping the Quinjet out of the water.

Without a second thought Iron Man dove out of the opening with Wasp right behind him. Ant Man struggled to his feet and leapt out his body glowing blue. Thor was the second to last out while Ben lifted the unconscious Skye into his arms.

"Kevin we gotta go!" Ben cried, looking back at his best friend.

"Get out of here Tennyson!" Kevin cried, his body coating itself in the metal and plastic of the plane.

"Kevin, I can't...," Ben started to say before another explosion rocked the Quinjet, "I can't just leave you here."

"Don't worry about me Ben, get Skye out of here!" Kevin cried, desperately trying to keep the plane level.

Ben winced for a second as the thought of Gwen's possessed body flitted across his mind. He gave Kevin one last look before leaping out of the Quinjet with Skye held tight to his chest.

As he hit open air and looked down he realized a massive mistake he had made in his adrenaline rush. He was still in human form plummeting to the water below from a height that would make it feel like concrete.

"Son of a bitch!" He yelled as he fumbled to reach the dial without dropping Skye.

"_Fly!"_ A feminine voice yelled seemingly from nowhere, startling Ben. A sudden green flash enveloped him just before he hit the water and out of it soared Astrodactyl, with Skye still safe in his arms.

"What the hell just happened!" Ben cried aloud, startling Skye awake. Skye looked around utterly confused while Ben had frozen in mid air and was staring down at the Omnitrix symbol with a look of awe.

"Ben, why am I ten feet in the air above the New York Harbor?" Skye asked, catching sight of the Quinjet just as it hit the water with a resounding splash, "And where is everyone else?"

"Ask the Captain." Ben spat irritably, as he finally snapped out of his stupor. He spotted a blue clad figure in the distance crawling onto Liberty Island and shot towards him.

* * *

Captain America drug himself onto dry land and sucked in a massive breath of air before looking around. He stared up at Lady Liberty with a look of reverence before noticing the Hydra android descending from the sky.

"Captain America, stand down!," The android cried, "You need to come with us."

Cap narrowed his eyes before winding back and throwing his shield knocking the android out of the air. The shield then ricocheted and returned to his awaiting hand. Cap then took off running only to be stopped by the woman in the yellow dress except she had shrunk to less than a foot tall and had a pair of insect wings growing out of her back.

"Hey! We don't want to hurt you!" She cried indignantly, "We want to help you."

"Speak for yourself Wasp." A voice said from behind Cap. It was the pilot but he now seemed to be made out of metal and plastic instead of flesh and bone, "Really we save your life and you try and kill us by blowing up a plane!"

"What are you?" Cap asked, glaring at the two of them, "Some of Zemo's experiments?"

"I'm nobody's lab rat buddy!" The pilot cried, his left hand morphing into a spiked mace. He then charge and swung towards Cap's exposed side. Cap side stepped and then slammed his shield into the pilot's back sending him sprawling.

Cap then rounded on the young woman, who gave him an apologetic look. She opened her mouth to talk when a loud yell cut her off.

"Wasp stand aside!" The tall blonde man cried as he descended from the sky a great sparking hammer raised above his head. Cap raised his shield just in time connecting with the hammer with an explosive gonging noise. The larger man seemed astonished that his attack failed, and Cap took advantage of his confusion by kicking his legs out from under him. The man fell to his back and laid there winded.

A massive wave washed up onto the island as a large shadow passed over Cap, who turned around and for his part kept a straight face. Towering above him was the man who had tried to check on him.

"Please sir," The giant man said, making placating gestures, "We really need to get you to a hospital."

"Do we really? Rawk!" An irritated voice asked, "Because he seems to be moving around _just _fine for a man who was frozen for seventy years!"

Cap whirled around once for and froze at the sight before him he noticed the girl we had seen on the table standing off to this side wobbling unsteadily, however what really drew his attention was the large orange creature with a parrot like head, short wings and the glowing ports on it's arms. He then noticed one of it's eyes was glowing and it's one arm was much more mechanical. Somehow this strange creature was the young man from the plane.

The sound of shocked cries caught everyone's attention as a tour boat passed bye. Instead of focusing on the giant or the strange creature almost everyone on board seemed to be focused on Cap himself.

A loud snapping noise brought Cap back to reality as the creature advanced a whip of pure energy appearing from one arm. On Cap's other side the armored man got back to his feet and shaped his other arm into a blade. They both took a step forward only for a loud commanding voice to halt them in their tracks.

"Armory, Changeling stand down!" The android cried as it landed in front of Cap one hand raised defensively, "You have to come with us."

"Listen to him please!" The girl standing next to the creature cried, "It's not 1943 anymore!"

"He is a warrior Skye," The blonde man said, looking at the Captain grudgingly, "He will not yield!"

"You've got that right!" Cap yelled, winding back to throw his shield again.

"Oh, enough with the shield!" The creature, named Changeling cried. He then flung his whip forward and wrapped it around Cap's forearm. What happened next could best be described as chaos.

Cap to everyone's surprise grabbed a hold of the energy whip and pulled with all his might swinging the creature into the blond man. They both collapsed freeing up Cap to finish his throw which slammed into the android, who misfired ending up shooting the giant in the face. The giant collapsed creating a large wave that headed towards the tour boat. Cap looked up and caught sight of several terrified people who screamed as the wave headed towards them. Cap stood up and raced to help them backhanding the armored man out of the way only to freeze at the spectacle before him. The girl Skye seemed to be holding back the wave but looked to be on the point of collapse.

"Skye!" Changeling cried from behind Cap, there was a flash of green light and a large shape bolted past and paused beside her. Standing next to her was a large blue lizard with an armored shell and a set of dorsal spines, it took a deep breath and then spat a beam of strange blue liquid which when it made contact with the wave froze it solid. Changeling caught Skye as she fell again and laid her down beside him before rounding on Cap with his teeth bared. The creature began stalking towards him on all fours and puffed a cloud of cold vapor.

"We aren't here to fight you!" Changeling yelled, glaring at Cap, "But since you won't listen I might need to put you back on ice."

"Wait, Ben don't!" The small woman, Wasp cried. The lizard froze and looked up at her with a puzzled look on his face.

She then flew down towards Cap's face with a set expression on her face, "I need you to listen to me!"

"Sorry Miss, but this soldier doesn't listen to HYDRA agents" Cap said, glaring at her, "He just takes them down."

"Would HYDRA agents save a bunch of innocent people?" The Changeling countered as he stalked closer. For the first time since waking up Cap felt a bit of uncertainty.

"Ben stay here and watch over Skye," Wasp said, she then motioned Captain to follow her, "I have to show you something."

Cap looked between the two figures hesitantly before begrudgingly following the young woman, who flew up a flight of stairs. She then stopped at the top before growing to her normal height, "Look!"

Cap froze at the top of the stairs at the sight of a large bronze memorial which showed himself and Bucky standing arm and arm. The plaque on the front of the statue said "In the Honored Memory of Captain America and Bucky Barnes."

"You've been gone a long time Captain." The android said only for it to reveal itself as a man in an armored suit when the face plate rose. Caps shoulders fell slightly as he saw all the faces he had assaulted looking at him with a mix of awe and sadness.

"Welcome back."

**Hydra Island 16:38 PDT**

A siren began blaring, lighting the entirety of the massive dome that made up the throne room of the main HYDRA base. Every soldier in the room turned towards the door weapons at the ready, including Strucker's scythe handed bodyguard Grim Reaper.

The door began to glow red before it exploded blowing a plume of smoke into the room obscuring everything. Every gun in the room pointed towards the breech just as a slender figure dressed in European finery entered the room holding aloft a long saber. The man's face was totally hidden behind a skin tight face mask which had reflective glass over the eyes.

"Zemo," Baron Strucker observed, "So you escaped as vell."

"Yes," Zemo said, his glare evident even behind the mask, "The prison _you_ left me to rot in Strucker."

Across the room soldiers began to bow much to Strucker's consternation. Zemo halted in front of the throne and gave Strucker another hard look, "I see you have kept _my _seat warm."

The Baron sat forward, anger evident across his features, "HYDRA is mine now!"

"Don't embarrass yourself. I was co-running HYDRA while you were still a child." Zemo scoffed, "Now look at you, a child in an old man's body."

"Reaper!" Strucker yelled, growing tired of Zemo's taunts. His bodyguard rushed forward and slashed at Zemo's neck with his deadly appendage. Zemo easily dodged to the side and grabbed hold of the back of the blade. Then with one well placed kick he severed it from it's owner's body. He then elbowed Reaper in the back of the head knocking him unconscious.

Zemo dropped the weapon at Strucker's feet and gave him a look that could mean nothing other than a challenge. Strucker's demonic hand lit on fire as he began to rise only for a HYDRA agent to appear and halt the confrontation.

"Baron Strucker! I…" The guard paused when he noticed Zemo's presence and decided to kneel instead of address one of them, "Sir, there is news."

"Vat!" Strucker spat, his anger at Zemo clearly still at a peek.

The agent held out a hologram projector which showed an image of Captain America facing off against Ben as Articguana and Wasp, "Captain America is alive."

Zemo's eyes widened behind his mask, he looked at Strucker for a single moment before turning and heading back the way he had come.

"Vere are you going!" Strucker demanded.

Zemo looked over his shoulder at Strucker with a mix of loathing and pity, "You can have _this_ HYDRA Wolfgang.

Strucker's expression betrayed his surprise, gaining him a laugh out of Zemo, "Oh don't look so surprised Strucker, I know all about Grant Ward's group of Rogues and Whitehall's defection to AIM. They will help me in my endeavor, all I want from _you _is Arnim Zola."

"Vat are you going to do Zemo?" Strucker asked, his blood still hot.

"Simple," Zemo said as he continued on his way, "I'm going to destroy Captain America."

**So here we go explanation time, my favorite time. The first one is more of an apology, I am incredibly sorry for putting the story on hiatus for so long, I was incredibly busy over the summer and then college started but the good news is we're back and you can expect another chapter very, very soon. Now to the story, first off I will be using the Marvel Cinematic Universe's description for Cap's uniform, it's just a lot more modern, Thor will also get this upgrade and eventually so will Ant Man and Wasp. Ah and Mister Bucky Barnes will not be the one from the show, No he will be MCU material as well. Now Frostbite is not my creation he is Zigwolf's on Deviantart, his abilities include cold resistance, super strength, and a literal frost bite. I think that is everything that really needs explaining so next time, Cap's backstory is revealed to Ben and Kevin, Zemo makes his move and a new character enters the playing field. After our month long break Vox is very eager for some flames, but it's cool if he gets let down. This had been Damont Evermore Peace! **


	7. Living Legend Part II

**Last time on Infinity, Captain America was freed from the ice and Zemo made a dire promise. This story while combine Ben 10 Ultimate Alien/Omniverse with Marvel's Avengers Earth's Mightiest Heroes. Expect to see many examples of MCU in the story so without further ado, let's get back to the action.**

**Ben 10 Infinity Chapter VII**

**Living Legend Part Two**

**Avenger's Mansion, 17:52 EDT**

"So he was one of the first superheroes?" Ben asked, watching the Captain be examined by Hank.

Ben was sitting besides Skye on the opposite side of the infirmary, who was currently on bed rest for the better of the next day. Her overuse of her power's had left her very weak, to the point that she needed an IV to combat her dizziness.

"Well, technically he was the _first_ superhero," Skye said groggily, giving the Captain an appraising look, who had taken off his helmet revealing short dirty blonde hair. His blue eyes were filled with a mix of shock and fear, the only thing showing how nervous he actually was, "He's a legend."

"Why?" Ben asked, not taking his eyes off the Captain.

"He was the first super soldier," Skye explained, her voice tinged with awe, "He defeated HYDRA with the help of the Howling Commandos back during World War II! The text books all say the Captain sacrificed his life to save the world from a powerful weapon HYDRA had acquired."

Ben blinked, "Wait, go back, isn't HYDRA just a bunch of interconnected terrorist cells? Also who are the Howling Commandos?"

"HYDRA started out as the Nazi Science division and evolved into a major powerhouse that removed Hitler from control of the Axis powers and expanded it's reach further than he could ever have dreamed." Tony explained gruffly, having arrived halfway through their conversation.

"As for the Howling Commando's," Stark said, a thoughtful expression passing of his face, "They were a lot like the Avengers really."

"James "Wolverine" Howlett, Nick Fury Sr. and Bucky "Dead Eye" Barnes, just to name a few," Skye said with a reminiscent smile, "Coulson has a full set of Howling Commandos action figures back on the Bus."

"Collectable figurines." A soft voice said, startling the assembled heroes, Ben jumped to his feet before recognizing Skye's former boss. Coulson stood in the doorway of the infirmary his eyes lit up with childlike excitement.

"Coulson, what are you doing here?" Skye asked, utterly surprised. She had been meaning to call him ever since she had freed the Captain from the ice. Passing out two times in a row had derailed her plans however.

"I called him." Tony said, gripping Coulson's shoulder comradely, "SHIELD was going to come knocking eventually, so I skipped all the drama and just had JARVIS contact the one SHIELD stooge I trust.

"I'm flattered to be that stooge Stark." Coulson said with just the merest hint of sarcasm. He walked over to Skye and gave her a reproving look, "Pushed yourself too hard again didn't you?"

"Coulson, I'm fine." Skye said, giving him an admonishing smile, "It wasn't anything I couldn't handle."

"Really?" Ben said with a sly grin, "So being restricted to bed rest for the next day and a half is normal for you?"

Skye shot him a glare before turning back to Coulson who was giving her a worried look, "Skye?"

"Okay so I pushed myself too hard!" she cried, throwing her hands up in exasperation, "It happens, and I don't need you mothering me too! Between Jan and Mother Hen here, I doubt I will even be able to relax."

"I'm the Mother Hen?" Ben asked, blinking in surprise, "Jan's the one downstairs making you dinner."

"Yes, but you haven't left my side since we got back." Skye said, her gaze causing Ben to rub the back of his neck embarrassed. Coulson's smile widened slightly and he began to say something before a small cough cut them all off.

"Sorry to interrupt this little sitcom," Ant-Man said, "But the Captain is ready to talk."

Tony nodded, "Alright bring him the Hub. We can listen to his story and inform him of what's happened since he's been gone."

"Is that really a good idea?" Hank asked, looking back at the hunched form of the Captain, "It would be a massive culture shock for him. He might be a superhuman Tony but there is only so much stress someone can take before they snap."

"You've got a point Hank," Tony said, scratching his chin, "The parlor should work fine then, JARVIS tell Thor, Jan and Kevin to meet us in the parlor in five minutes."

Tony and Coulson walked out of the infirmary talking softly about grabbing beers later while Hank went to go get the Captain leaving Ben alone with Skye.

"Tell me everything when you get back." Skye said, her voice brokering no other option.

"As you command." Ben said with an exaggerated bow, before walking towards the door. Skye watched him go before reaching out and grabbing his arm.

Ben looked down at her quizzically, "What?"

"After all that's happened I forgot to thank you," Skye said, staring up at him with a soft smile, "For saving me."

To her surprise Ben frowned slightly and looked down at the Omnitrix before regaining composure and putting on a playful grin, "Don't mention it Tremors, though I don't think I would like to have it become a regular thing."

He squeezed her hand tight before walking away leaving her a little confused, and quite a bit flustered.

Ben shot her one last look before exiting the room and walking down the empty hallway, his face shifting to a mix of confusion and fear. He stared down at the Omnitrix, wondering if it was going to suddenly activate once again. It had malfunctioned before but hearing voices before transforming was certainly a new occurrence.

"One problem at a time Tennyson." He mumbled to himself before shaking off his reservations and continuing on his way to the parlor.

**Location Unknown, 18:05 EDT **

Zemo was in agony, his entire body wracked in intense pain, the only thing keeping him from screaming out was his strength of will. Every step felt like he was walking on glass and his breath was starting to hitch in his chest as the elevator he rode on slowly descended into the depths of a pitch black factory. Zemo silently cursed the machine to go faster as memories of the past began to fill his mind.

_He had been on the verge of a break through, one step away from gaining victory for HYDRA and in one fail swoop the Captain and his infernal war hounds had taken it all away from him. One minute his facility was the picture of efficiency, the next a massive explosion ripped a hole in the upper levels, billowing smoke and debris through the building. Zemo had been unable to look away from the cameras until it had nearly been too late. _

"_Alright boys last one to 20 buys the drinks!" A cocksure voice yelled as the Captain's sidekick, "Dead Shot" Barnes entered the building his signature rifle already picking off loyal Hydra soldiers._

"_You're on Barnes!" A jovial voice boomed as two more figures entered through the breach one firing a pair of pistols the other toting a massive shotgun. The speaker was a giant of a man with a bright orange mustache wearing a bowler cap, the drunkard "Dum Dum" Dugan. His companion merely smirked before firing his twin pistols knocking the head off one of Zola's more brilliant robotic creations._

"_You always make that bet Dugan and you always lose it." James "Union Jack" Falsworth said, ducking a fist, the wielder of which receiving a blast from Dugan's shotgun for their effort._

"_The three of you talk too much." A gruff voiced cried just as the fire of an assault rifle brought another HYDRA soldier to a stuttering hault. James "Wolverine" Howlett appeared out of the smoke a cigar gripped tightly in his bared teeth. _

"_Besides, it doesn't matter, the Cap always pays for our drinks anyway." Nick "Fury" Triplett said as he raised his Browning and began firing a near constant stream of bullets towards another of Zola's androids. _

"_I have to have some way of keeping you fools in line." A voice cried just as the Captain's signature shield came spinning out of the smoke. It slammed into the android's head decapitating it before ricocheting back into the Captain's awaiting hand. The smoke finally cleared revealing the Captain and the remaining Commandos Jim "Spitfire" Morita, with his adapted HYDRA Flamethrower and Jacques "Balistique" Dernier, his backpack bulging with explosives._

"_Triplett, Dugan, anyone tries to exit the base without a flag, take them down." The Captain said, sending the two soldier's back outside there weapon's at the ready, "Jack, Howlett, Good hunting."_

_The two nodded in acknowledgment before sneaking off down one of the darkened hallways with The Wolverine in the lead._

"_Morita, Jacques, take Firebug and see if you can find anything useful." The Captain said, gesturing to the scared suitcase hanging from the left side of Dernier's pack, "Then clean house."_

_Morita grinned before marching off with Jacques just a step behind him. The Captain had then turned to Barnes and just gestured. Minutes later they had been upon him but he hadn't planned to go down easily. He had grabbed his experiment, a new version of the Super Soldier Formula, and downed it in one go. Instantly he had felt his body become stronger, and with his newly enhanced reflexes he had been able to deflect the Captain's blow and slam Barnes aside. Zemo had pulled out his blade and had went to make the final blow only for the Captain's shield to smash into him and send him flying into the nearby vat of his Formula. The glass had shattered and the contents had poured over him. He had never felt such pain before in his life as the liquid ate into his flesh and clothes slowly melding them together._

Zemo snapped back to reality as the elevator reached the bottom. Since that day Zemo had been dying, his body needing consistent renewal otherwise the formula would again start eating away his body. The only person who had a 'cure' was Doctor Arnim Zola, a man both respected and feared by even the most influential of HYDRA's agents.

Zemo stepped off the elevator and headed deeper into the labyrinth of machines and piping that made up Zemo's lab. The deeper he went the odder the experiments became from remodeled HYDRA weaponry to blob like creatures floating in tanks filled with lightly glowing liquid.

A wet slithering sound caught his attention causing him to spin on a dime while at the same time freeing his saber which thanks to his great strength and momentum was able to cut clean through several pale waxy tentacles that were reaching out to grab him. The tentacles retracted slightly before forming into a gangly four fingered hand. Out of the darkness came it's owner a massive waxy blob with a large toothy mouth and one glowing red eye. The beast made a wet gurgling noise before again reaching for Zemo. The Baron readied his weapon again and made to strike when a pixilated voice suddenly called out from the darkness.

"Enough my pet!" A mechanical voice cried, causing the beast to freeze in place and bow it's head respectfully, "Please bring the Baron to me _unharmed_."

The creature suddenly straightened up it's form becoming more humanoid, and started walking forward. It looked at the Baron with dumb smile across what could have been considered it's face, and gestured him forward with a squelching wave of it's arm.

Zemo walked around the creature purposefully avoiding contact with it's body. The beast followed close behind it's steps making soft squishing noises with each footfall.

They soon arrived in a large circular room covered in computer screen's and robotic apparatuses. A large circular podium sat in the middle of the room glowing with soft green light.

"You will have to excuse Adaptoid, Zemo," Zola's voice said, seeming to come from every direction, "He is just excited to see that you also escaped from SHIELD's prisons."

In response to that Adaptoid's smile widened and he tried to put his arm around Zemo only for the Baron to brush it aside forcefully, "Vhere are you Zola?"

"Why my dear Baron," The voice said, just as a large holographic face made of green code appeared out of the center node, it had the same contours and features of Armin's face except for the eyes which were black pits, "I am all around you."

Zemo looked at the hologram mildly impressed, before getting straight to business, "I have new's Arnim but first…"

"Yes, I understand." The hologram said before disappearing. An examination table rose up from a panel in the floor while several mechanical arms and panels began to descend from the ceiling. Zemo calmly walked to the table and laid down. Zola reappeared as a full body hologram composed entirely of green code, "However I believe I already know of the news you speak of."

The screens across the wall suddenly lit up with one image, the Captain's shield. Then flashed pictures of Rogers throughout his military career along with final shot of the Captain standing amongst the Howling Commando's, right before the final battle the Captain would take part in.

"Captain Rogers is alive." Zola said, his voice tinged with a mix of resentment and fear.

"Not for much longer." Zemo said, his fists clenched as he fought off the pain. Several of the robotic arms where tipped with syringes, some of which were removing Zemo's cancerous blood while others injected a bright orange liquid which would help strengthen the serum in his body while lessening the degradation of his body.

"It is good you arrived here when you did," Zola said as x-rays and thermal scans of Zemo's body appeared on the screen, "The last treatment had almost worn off."

Zemo nearly grunted as the final part of the procedure commenced, a large laser projector descended from the ceiling and began bathing the Baron's body with an amount of radiation that could have killed a normal man. Instead Zemo only felt massive amounts of pain as the tumours on his body were suddenly burned away, yet he refused to give a voice to his pain. The laser finally retracted and Zemo sat up slowly feeling his strength return.

"We did too good of a job on our Super Soldier Formula my friend," Zola spat, his form floating above Zemo's head, "The human body isn't yet capable of handling it."

"You have been testing it again?" Zemo asked, rising to his feet.

"Yes, and sadly I still haven't discovered the missing element in Erskine's formula," Zola said as pictures of the deceased German scientist appeared on the screen, "I am positive that if I could recreate his formula I would be able to see what went wrong with our own. We would finally have a perfect serum, and a way to cure you of course."

"Yes, but I know where we can find Erskine's formula doctor." Zemo said, his voice filled with unbridled hatred.

Zola's holographic form suddenly returned to the podium, his holographic face broken by a manic smile, "Ah yes, SHIELD would have it in their archives of course, however…"

"I believe that it would be much more poetic to remove it from the Captain's still beating heart," Zemo declared, finishing the doctor's train of thought, "But there is a problem, the Captain it seems has found powerful allies."

"I am the finest biomechanical engineer on the planet," Zola said his holographic form suddenly glowing blood red, "And over the years I have learned one thing, every problem has a _solution_."

With a loud squelching sound three Adaptoids dropped down from the ceiling and knelt before the Baron and Zola, "And my solution is infinite!"

**Avenger's Mansion, 19:23 EDT**

"Whoa, whoa, whoa, time out for a second," Ben said as he shared a shocked look with Kevin, who was sitting next to him, "Did you just offhandedly mention fighting alongside the King of Atlantis?"

Everyone turned and stared at him, Wasp with a small smile playing across her lips, while the Captain frowned slightly.

"What is that part not in the textbooks?" The Captain asked slightly taken aback at the thought of something so important not being known.

Ben stuttered slightly, "N-no it's just...uh..."

"Ben and Kevin were put in a coma by the attack that affected the Bronx area." Ant Man supplied, covertly saving the two floundering young adults, "They are unable to remember much of their former lives so it is understandable that something as fantastical as Atlantis would take them by surprise."

The Avenger's had unanimously decided that telling the Captain about Kevin and Ben being from another dimension would probably be too much for a guy so far out of his depth. Wasp had come up with the idea of claiming that they both had amnesia due to the blast, which was made entirely convincing by Kevin and Ben having absolutely no knowledge of this Earth's past. This lie also helped cover for Coulson who was now staring at the best friends with a suspicious look on his face.

The Captain let out a heavy sigh, "I still can't believe something like that could happen to my home. Did HYDRA do this?"

The first part of the conversation had been allocating to telling the Cap what had happened to his old enemy along with explaining some of the most recent events including the cataclysm Gwen had released on the Bronx. The Cap hadn't taken the first news well, if the shattered arm of the chair he was sitting in was any clue. His reaction to Gwen's attack was surprisingly calm up until this point, however he seemed to be having trouble wrapping his mind around the whole situation.

"Uh, we don't believe so," Coulson answered, "This attack happened only a week after the Breakout, they were still too fractured at that point to pull this off. Besides we have no clue what anyone could have wanted to gain from this attack."

"Except for the creation of mutants like Mr. Levin or the girl resting upstairs in the infirmary?" Cap said without missing a beat, causing Coulson to nearly spit out his coffee.

"How did you…?" Wasp began to ask only for Cap to let out a sharp laugh.

"How did I figure out that the girl making earthquakes and guy with metal skin were Mutants?"

the Captain asked, "Because several of the Commando's were Mutants, they have this...presence to them that differentiates them and a Gifted like yourself Miss Van Dyne."

"I know you fought alongside 'The Wolverine' but who else on your team turned out to be Inhuman?" Tony asked, his curiosity getting the better of him.

"Well Namor never was truly Human, we knew that from the start," Cap said, old memories coming to the surface, "However we saved three Inhumans from a HYDRA internment camp, one was a young woman who had incredible speed, she picked the code name Jesse Quick. The other two were much younger about fourteen.

"What were their codenames?" Coulson asked, "I could find their files for you along with those of the other Howling Commandos.

"Thank you." Cap said with complete sincerity, "Normally I would have had Tony's father or Peggy find them a place to live back in England like the other war orphans we found...but these two were incredibly powerful. The one kid Eric could control magnetism while the other could teleport in these puffs of smoke, he went by Azrael, don't think we ever learned his real name."

Ben noticed that at the mention of the kid's names several of the Avengers and Coulson had gotten very tense as if Cap had just opened a can of worms that none of them wanted to touch.

"What exactly was Eric's code name? Hank asked, his fingers steepled in interest.

"Jesse started calling him Magneto and the name stuck," Cap said, looking around at the tense faces worried, "Why did something bad happen to him after I destroyed Red Skull's plane?"

"No, he grew up to be a very...influential man." Tony said, choosing his words carefully, "In fact a lot of the Commandos did.

"After your and Bucky's apparent deaths the Commandos defeated the last of HYDRA's forces and later helped create SHIELD." Coulson said, "Peggy and Howard were the co-directors for a while with Nick reporting directly to them. His son is the director now."

"Wolverine and Jesse are still fighting crime, though they don't like to be in the public eye." Tony said, "I'll have JARVIS send some stories of what they've done to your room."

"Thank you, all of you." Cap said, looking around at everyone in the room, "This is all just a bit overwhelming, I-I think I need some time alone to think about things."

"I'll show you the way to the guest room," Jan offered, standing up. Steve smiled at her before standing up and following her out of the room.

Tony waited several seconds until Cap was out of earshot, "Did you know he fought alongside Magneto?"

"I had no clue," Coulson answered truthfully, "In fact I don't think even Fury knows that!"

"For once I think he needs to know about this," Tony said before rounding on Ben and Kevin, addressing their confusion, "Magneto is an insanely powerful super villain, he rules a small island nation that is home to a solely Mutant/Inhuman/Gifted population. He has recently condemned the creation of the Dome and it's very likely he will move to destroy it in the near future."

"You guys really need to stop dropping stuff like this on us." Kevin said, his brow furrowed, "I'm still trying to wrap my head around the fact that Atlantis is a real place."

"Word of advice." Coulson said as he stood up, "Watch some war documentaries, and read a lot of news articles. If you're going to play hero you need to move past your amnesia so that facts don't take you by surprise anymore."

"I'm going to contact Fury and tell him what we've learned here," Coulson said as he walked out of the parlor, "Keep an eye on the Captain, the man is very loyal to those he has fought with, I can only imagine what he might do if he learns about SHIELD's Cold War with Magneto."

Tony nodded before looking up at the clock which showed it was past midnight, "Alright folks we've had a long day and I think it's past time we all got some sleep. See you all in the morning."

Ben and Kevin nodded their consent before walking out of the parlor and heading for their rooms, Hank followed Tony out of the mansion with Thor not far behind them. Once the parlor was empty a figure appeared out of thin air his suit's invisibility deactivating.

"So the Captain _is_ alive…" T'Challa, Prince of Wakanda muttered to himself as he stalked towards the stairs leading to upper levels of the mansion. The Prince had acquired all the information he had needed on the Avengers and had been about to make his escape when they had returned. He had activated his stealth tech just in time and from the frantic pace the Avenger's were moving he had been sure he would have been able to escape unseen. Then he saw the reason for their anxiety, a man who should have been long dead, and in that moment T'Challa had known he wouldn't be leaving the base that day or maybe even the next. He needed to be utterly certain this was the real Captain America and not an impostor. If real this was the man who helped T'Challa's father keep Hydra out of Africa and away from Wakandan soil.

T'Challa silently entered one of the empty rooms and lowered himself to the floor before entering a meditative trance. He knew he could not risk sleeping for if he was discovered he would need to be prepared to escape in a moments notice. This trance would also help him sift through all the info he had learned that day.

**Avengers Mansion, August 11, 9:54 EDT**

Ben knocked on the door to Cap's room, tentatively waiting for a response. Having been awake for several hours Ben had finally headed down stairs to get something to eat only to find Wasp and Kevin in the kitchen cooking breakfast. Kev had looked slightly out of place in the kitchen while Wasp seemed to be in her element. She had spotted Ben trying to steal some bacon off one of the tables and without turning around had cracked her spatula rather painfully over his hand. With a glare very reminiscent of his cousin Wasp had sent Ben upstairs to collect Skye and the Captain.

"Come in…" A low voice said, causing Ben to snap out of his daydream and enter Cap's room. He paused however when he saw Steve nearly bent double on the end of his bed. His face was a mix of sadness and guilt and clasped in his hand was a Compass with the picture of a woman on the inside of the cover.

"Hey Steve, are you okay?" Ben asked, awkwardly rubbing the back of his neck, "Is it okay if I call you Steve?"

"I'm fine Ben," Cap said before he straightened up and walked to meet the younger hero, "I'm just a little late on a promise I made."

"Oh...well uh Jan made breakfast and she kind of wants everyone to eat down in the kitchen." Ben said, deciding that now was not the best time to ask about the woman's photograph.

"You know, that actually sounds pretty nice." Cap said, a small smile playing across his face.

"Well great, um just head down the stairs and go to the right," Ben said, moving out of the Captain's way, "I'll meet you downstairs, I still have to get Skye."

Steve nodded and headed down the stairs while Ben raced off to the infirmary. He found Skye still asleep, her hair draping like a curtain across half of her face. Ben moved closer to her bed and debated whether or not he should wake her up. However he never needed to make that decision because Skye woke up rather suddenly. She let out a big yawn, tousled her hair and sat up before finally noticing Ben watching her.

"Morning," Skye said, slightly taken aback by the fact that he was staring at her, "How long have you been standing there?"

"Hey, don't get any ideas," Ben said, holding up his hands defensively though the smile on his face told her he wasn't really offended, "I don't watch people while they sleep."

"Is that so?" Skye said, stretching to loosen the sore muscles in her arms and back, "Then why exactly are you here?"

"Jan made breakfast and sent me to get you and the Captain," Ben said, grinning at the excited look on Skye's face at the mention of Wasp's cooking, "So come on I'm starving!"

Skye went to get out of bed and almost collapsed from lack of energy and the pain in her legs. She braced herself for the fall but found herself supported by Ben, who was looking her over worriedly.

"Are you okay?" Ben asked as he helped her regain her feet. Skye nodded before steadying herself and taking a step, "Yeah, thanks I'm just a little weak still."

"Well that's nothing Wasp's bacon omelet won't fix!" Ben said, cracking another big smile just before his stomach let out a loud growl, "Let's go!"

There was a flash of green light as Ben suddenly transformed being replaced with the tall blue and black alien he called Fastrack. Without a word the alien picked her up and raced down stairs entering the kitchen in a blur. Skye found herself deposited in a chair next to a surprised Kevin. There was another blur and in front of her appeared a plate with a large omelet and a pile of hash browns on it.

Fastrack appeared again on the opposite side of the table with a plate heaped with pancakes and bacon, which he set down before racing off again, returning with a second plate holding a tower of buttered toast and a large glass of orange juice. He pulled back his chair and sat down with a smirk on his face before returning to his regular human form.

"Ben, how did you do that?!" Skye asked shocked. Ben had already dug into his pancakes and looked at her with raised eyebrows.

"Wha'?" Ben said, trying to swallow the massive bite he had taken.

"You just changed without touching the Omnitrix!" Skye cried, drawing Kevin and Hank's attention who was seated on his other side.

Ben slowly lowered his fork a confused expression on his face, "No, I definitely hit the dial, are you sure you're okay?"

"Are you?" Skye fired back, she gave Kevin a confused look, wondering if he believed what Ben was saying.

"You do look a little out of it man." Kevin said, giving Ben a cursory glance, "Did you sleep alright?"

"Yeah," Ben said, glancing up at them sheepishly before digging back into his food, "Believe me guys if something was wrong I would tell you."

Cap glanced at Ben covertly before going back to his equally heaped plate, Rogers knew Ben was lying but he decided it wasn't his place to to say something so instead he decided to observe the people seated around him.

Wasp had sat down next to him and was eating a conservative breakfast of egg whites and toast, while across from her Hank was taking a bit out of his toast while reading the paper. They both seemed calm and well rested, though Hank had a sort of nervous tension about him but Cap had noticed that before so he passed it off as just being a normal trait of his.

Kevin was seated across from him slapping together a sandwich of bacon, over easy eggs and buttered toast. Despite it being quite early in the morning the young man already had streaks of grease across his face, along with a bad case of five-o'clock-shadow.

Skye was eating with slightly less gusto than Kevin but she was somewhat ravenous. The fatigue from yesterday seemed to have slipped away but he could tell she was worried about Ben. She kept glancing at him from across the table but he was too focused on his food to notice.

Suddenly in the middle of the table a hologram of Jarvis appeared before transforming into a live video feed, "_Alert! Reports of strange mechanical monsters are coming in from Ellis Island. Thor and Iron Man are already in route. Master Stark requests me to tell you 'Avengers Assemble'."_

Ben leapt to his feet and prepared to activate the Omnitrix only for a massive headache to suddenly strike bringing him to his knees. He lifted his head and saw someone unexpected staring down at him. Charmcaster, fully healed, was reaching out to him only for her image to flicker and fail revealing Skye with a panicked expression on her face.

"What happened?!" she cried as Ben lapsed into unconsciousness, "Why is he like this?"

Cap's natural leadership skills kicked into gear a few seconds later, "Hank, Kevin head to Ellis Island to help Tony and Thor, Wasp go get a bed ready!"

The others looked at each other before nodding their assent, the later flitting upstairs while the others took off towards the hangar bay. Cap scooped Ben up in his arms and headed upstairs without a word with Skye following doggedly behind him.

T'Challa watched as the boy collapsed noticing that for just a second his naturally green aura flashed a pinkish purple. Thanks to his suit he was able to sense the energy fields around other people and with people with very powerful auras he could even make out what they looked like.

"_I could escape now and no one would be the wiser." _T'Challa said to himself as the Avenger's raced out of the room to do as the Captain had commanded. He slowly crept out of the kitchen and halted as his keen senses picked up the sound of footsteps outside the main doors, "_Or maybe I will stay and meet the Avenger's uninvited guest."_

**Ellis Island, 10:05 EDT**

The Quinjet halted in midair above Ellis Island allowing Kevin and Ant-Man to observe the heated battle going on down below.

"Amazing!" Ant-Man said as he and Kevin looked down upon the scene. Covering the island were odd amorphous beings, that seemed to be one part technology one part organic material, "They're some form of bio-mechanical organism!"

"Dude," Kevin said, giving Hank a crooked grin, "Admire the monster's after we beat them into pulp, not before."

With that Kevin set the jet down before leaping from his seat and exiting the belly of the Quinjet. He slid his hand along the railing as he ran absorbing the metal before coming out with blades swinging.

"Took your time getting here didn't you!" Iron Man yelled, blasting apart several of the creatures with his repulsors, "Wait, where are the others?"

"They couldn't make it," Kevin supplied, dodging away from one of the creatures flailing attacks, "Ben collapsed just as we got your ca-Tony look out!"

Iron Man whirled around and caught sight of something disturbing, the creatures he had destroyed had molded together into an even larger version of themselves. The creature opened it's single red eye and let out a gurgling roar. Tony fired off his repulsors again but they no longer seemed to be doing any damage.

"Guy's my repulsors are losing effect," Tony warned, just as the creature took a swing at him, "If any of you have any ideas here now's the time to-oof!"

His sentenced was cut off when one of the creatures attacked him from behind. It knocked him to the ground before smothering his body is a cold wet embrace.

**Avenger's Mansion, 10:17 EDT**

"Is he going to be okay?" Skye asked, her voice rather quavery as she stared down at Ben's unconscious face. Steve only shook his head in response, while Wasp paced nervously nearby.

"He will be fine." A deep voice said from the doorway startling them. Cap whirled around, his shield already prepared to be thrown but froze at the sight before him. Wasp activated her stingers but stopped when Steve held up his hand.

Standing before them was a figure in a black skintight suit with a cowl that closely resembled a cat's face with golden eyes and pointed ear like protrusions.

"He will awaken soon," the figure said, "However you have an intruder that must be dealt with."

"By intruder are you referring to yourself?" Skye asked cheekily, purposely placing herself in front of Ben blocking him from any harm that might come his way.

"No, I am in fact referring," the figure paused as the sound of an explosion downstairs drew all of their attention, "To them."

Without a word the man suddenly turned and raced down the hall with Wasp right behind him.

Cap turned towards Skye and gave her a look that translated plainly as, "_Stay here.",_ before racing out of the room as well. Meanwhile behind Skye, Ben gave an involuntary twitch.

**Ellis Island, 10:22 EDT**

The island was now covered in a massive writhing blob of waxy flesh and glowing red circuitry. There was a flash of blue light which preceded Giant-Man's upper body tearing free of the muck, he took in a deep breath of air before beginning to struggle against the creature's oppressive weight.

"They're merging!" he cried, watching the creatures smother the Statue of Liberty, a massive head covered in glowing red eyes forming over it. The massive beast let out a guttural roar, it's body twitched and squirmed disgustingly.

"Good thing Cap isn't here," Iron Man said as a thick tentacle wrapped around one of his wrists and began pulling him back down to earth, "This sorta thing probably didn't happen in the 40's, he might've freaked out."

"Like I am now?!" Kevin yelled, spinning in a tight circle trying to keep the massive blob from enveloping him, "Where the hell is Thor!"

His cry was answered by a tell tale boom of thunder as Thor descended from the sky his hammer held high above his head. More and more storm clouds began to appear as Mjolnir agitated the stratosphere, bolts of lightning connecting the hammer to the newly formed thunderhead surrounding it. Thor's eye's glowed blue briefly as he charged downwards, a vortex of lightning surrounding his body, "For Midgard!"

**Avenger's Mansion, 10:28 EDT**

Cap vaulted down the stairs and stood shoulder to shoulder with the mysterious visitor and Wasp, who was now only five inches tall. Smoke was billowing from front doors obscuring the heroes view of what had attacked the mansion.

Suddenly a large figure loomed out of the smoke and took several steps forward revealing a tall gorilla like creature with a single red eye and a massive gap tooth smile, it's skin seemed to have the consistency of melted wax which only added to it's disgusting image.

"Oh God, what is that thing?!" Wasp asked clearly disgusted. He face scrunched up even more when another of the creatures appeared out of the smoke and stared down the heroes.

"Adaptoids." Cap stated, ignoring the confused look on Wasp's face, "Zola's attempts at making organic robots."

"I do not care what they are," T'Challa said, as he pulled two arrowhead shaped daggers from his belt, "They seek to do us harm."

Wasp nodded her assent before shooting off a barrage of energy bolts which to the creatures' apparent surprise actually hurt. The right one let out a roar before charging, the promise of pain evident across it's warped features. Cap responded by leaping into the air and impaling his shield directly into the top of the creatures head but that did little but make it angrier. The other went for T'Challa, who easily avoided it's attacks by leaping skyward and landing crouched on the ceiling above it, his weapon's at the ready. He quickly chimed the two daggers together causing them to suddenly ignite with purple fire, and lunged his lightning quick strikes cutting and cauterizing all at the same time.

Skye stood nervously listening to the combat down stairs, she was so focused on what was happening she didn't notice there was an intruder in the room until it was almost too late. She dodged to the side just in time as a set of menacing claws hit the ground right where she had been standing. She looked up and spotted another of Zola's creations, this one had a more streamlined appearance, with a long snake like body and thin arms tipped with sharp metallic claws. It had a triangular head with a single red eye and not other features yet it let out a rasping hissing noise every time it moved.

Skye backed away from the Adaptoid and was preparing to fend it off when Ben sat up suddenly, his eye glowing pink briefly. The Adaptoid swung at him but missed due to him quickly rolling out of the bed and onto the floor. He stayed low to the ground with an oddly feral snarl on his face.

"Stay away from her." Ben said his voice coming out in a deep growl. The Adaptoid ignored him only for Ben's whole body to suddenly change, his body glowing green as it reformed into a large werewolf like creature. The Neotrix had reformed into a spiked collar around his neck, while his clothes had changed into a green and black vest along with ripped black shorts with a thick black belt securing them in place. Completing his look was a pair of spiked arm braces and a black helmet with a single spike on top of it.

"Blitzwooooolfer!" Ben howled, tackling the Adaptoid, his teeth bared. The creature hissed and tried to pull away only for Ben to pick it up and throw it into the hallway. It slammed into the wall opposite the infirmary with a wet smack and tried to get up only for Ben to catch hold of it again.

Skye watched shocked as Ben hefted the creature over his head and then tossed it towards the parlor where the rest of the Avengers we fighting. Ben let out a feral howl before charging after his prey.

Steve dodged another of the Adaptoid's blows as it lumbered after him, his shield was currently lodged in the creatures ugly head right next to it's single eye, very much out of his reach. Thankfully a moment later Wasp came to his rescue, firing a barrage of energy bolt's into the creatures back leaving a smattering of smoking holes. The beast writhed in pain causing Cap's shield to come loose and clatter to floor in front of it. Steve rolled forward, grabbed it and raised it just in time to block another of the Adaptoid's wild swings.

The second creature was currently stumbling towards T'Challa, it's right leg ending in a charred stump while one of it's arm's was perforated by Wasp's attacks. The beast made one last wild attack and found itself impaled through it's eye on one of the Wakandan Prince's many knives.

It's body gave a violent shake before dissolving into a pile of smoking waxy flesh.

"Wasp, go for the eye!" Cap yelled, flipping over the remaining Adaptoid's latest attack.

"On it Cap!" Wasp said shooting forward, "All right ugly, light's out!"

Before she could land her latest barrage however a loud howl caught everyone's attention. Wasp looked up and caught sight of another Adaptoid soaring through the air right towards her. She flew out of the way just as the creature connected with it's brethren with a sickening explosion of fake flesh and cybernetics, the force of the blow seeming to be too much for their formless bodies.

"Oh gross!" Wasp cried, wiping her face clean of the muck that was now covering her entire body, "I'm going to need at least ten showers to get this stuff out of my hair!"

"Sorry Wasp!" A guttural voice yelled as a wolf like creature appeared at the top of the stairs, "Kind lost control there for a bit."

"Changeling you're alright!" Wasp cried, calling Ben by his code-name due to the mysterious figure standing right beside Captain America.

Blitzwolfer leapt into the air and landed beside Cap, his teeth bared at the black clad intruder, "I'm fine Wasp, except for the fact that I have no clue what tall, dark and silent wants.

"Yeah I would like to know that too-augh!" Wasp screamed, a bolt of energy catching her in the chest, sending her to the ground.

Ben moved to help her when the Adaptoid suddenly came back to life, wrapping him in it's cold clammy embrace. Cap and T'Challa were able to dodge out of the way, the former seeming to disappear into thin air. The slimy creature then chucked Ben down the hall besides the stairs before following after him surprisingly fast.

Cap made to assist Ben when another bolt shot from the smoke, narrowly missing Cap's face. He raised his shield and felt two more bolt's collide against it. He looked over his shield and caught sight of their attacker as he appeared out of the smoke.

"Captain America," Zemo said, his voice dripping with hatred as he drew his sword, "It has been a long time."

"Zemo." Cap growled, he then charged, narrowly avoiding two more shots. As soon as he got close enough he landed a leaping spin kick against Zemo's gun hand knocking the gun free and then landing a down kick bringing Zemo to the floor with his foot planted firmly on the villain's chest.

"Good," Zemo said gleefully, "I was worried that you wouldn't be as I remembered you."

"I wouldn't want you to be anything less," the masked villain said, as he grabbed Cap's wrist before donkey kicking him in the chest, knocking Cap's shield loose, "Than your best!"

Zemo kicked his sword back up into his hand and squared off against the now weaponless Captain, "I see you are now at a disadvantage Captain."

Zemo raced forward with his sword outstretched, "Let me help you with that!"

* * *

Meanwhile Ben had regained his feet and was fighting to stop the Adaptoid from crushing him between itself and the wall behind him. His claws could seem to get a grip and to make matter's worse the creature was starting to seep over his arms and legs locking him in place.

The Adaptoid had merged with it's brother making it twice as strong but also twice as vulnerable thanks to the two red eyes in the center of it's lumpy face, which was now in perfect spot for Blitzwolfer's trump card.

The alien's muzzle then separated somewhat gruesomely into four pieces and retracted into an X shaped pattern, just as he let out a glass shattering howl which cracked the red lens but didn't destroy them completely. Blitzwolfer then took in a big gulp of air before howling again this time the sonic blast not only shattered the eyes but causing the Adaptoid to splatter against the walls surrounding him.

"And now everything is spinning." Ben said as he transformed back to normal, and almost collapsed. A strong hand grabbed him by the arm and hauled him back up to his feet, where he swayed slightly.

"Hurry we must get back in the fight." T'Challa said, as he made sure the younger hero didn't fall over again, "The Captain will be needing this."

Ben looked down at what the stranger was referring to and noticed that he was carrying the Captain's shield, Ben's eyes widened slightly before he nodded and activated the Omnitrix, "It's Hero Time!"

* * *

"All these years I thought the Red Skull had defeated you." Zemo said as he swung at the Captain cutting through his T-Shirt leaving a shallow gash across his chest, "Now, I can finally have my revenge!"

"How are you still alive Zemo!" Cap yelled as he dodged Zemo's second blow then kicked him in the chest.

"Death means nothing to me." Zemo said smugly as he and the Captain circled each other, "I have evolved my body over the years, while you remain as you ever were."

Zemo then stabbed again leaving a vivid cut on Cap's side, then kicked the Captain in the back sending him to the floor. Cap let out a pained grunt and tried to regain his feet only to receive a vicious kick in his wounded side.

"You are alone Captain, a relic in this world." Zemo said, raising his blade for the final blow, "Arnim Zola's creations will deal with your new friends, but you. Let the Skull have Barnes, your life is mine to take!"

He then leapt into the air and punched his blade downward intent on sending it through the Captain's heart, only for it to nearly snap in half as it made contact with the Captain's shield as it impaled itself into the wall above the Captain's back.

Zemo looked up in surprise and spotted T'Challa perched above him his body turned in a way that showed he had been the one to throw the shield, he then leaped over Zemo's head and disappeared.

"Hey Sock-face, incoming!" A new voice cried just as a massive yellow ball came shooting around the corner and plowed into him sending him flying across the room and nearly out the front door.

Cap pulled his shield out of the wall and got back to his feet just as the ball came to a stop beside him. It unfurled to reveal a fat white skinned alien with a large mouth squinty eyes right in the middle of it's chest. The Omnitrix symbol was on it's forehead and it had a pair of black leggings covering it's stumpy legs.

"Did Count Purple do any lasting damage?" Cannonbolt asked, looking over Cap's wounds.

"Nothing that won't heal within a couple of days." Cap reassured as he watched Zemo get back to his feet. The villain let out an angry yell and then charged, pulling free a knife from behind his back. He maneuvered around Ben's slow punch and kicked him in the face before stabbing towards the Captain's ribs.

Cap pivoted and then kicked him away before throwing his shield at the villain's head. Zemo ducked the throw, leapt to avoid Ben's sudden charge only for the shield to ricochet off the ceiling and nail Zemo in the back of the head sending him to the floor.

Cap jumped and caught his shield midair and used his momentum to try and plow Zemo further into the ground only for the villain to roll away and come up beside him with his knife prepared to bury itself into the Captain's ribs. Cap dodged to the side before slamming the knife into the wall with a well placed kick before snapping it with a well placed strike from his shield. He heard a screeching noise behind and jumped just in time to see Ben slam into Zemo, unfurl and then us his moment to deliver an incredible haymaker right into the center of Zemo's chest.

The villain collapsed to the ground clutching his now broken ribs and glared up at the Captain and Ben.

"Give up Zemo." Cap said as he stalked towards the downed villain.

"Never!" Zemo fired back as he pushed himself up to a sitting position, "This is my world and you don't belong in it."

"I may not know a lot about the future," Cap fired back as Ben and the newly reappeared T'Challa squared off behind him, "But I know one thing about the past, you lost the war, you will always lose whether I'm here or not."

"Ah but Captain HYDRA survived the war," Zemo said, "You failed."

"HYDRA may have survived but it will be a cold day in hell before I let you or any other HYDRA stooge beat me." Cap said determined, "And that is a promise."

Zemo stared up at the Captain silently before suddenly reaching behind his back and launching an oddly shaped explosive past the heroes. Ben and Cap whirled around and raced after it as the saw that the grenade had come to a stop next to an unconscious Wasp and Skye, who had come down to check on her teammates. T'Challa raced towards Zemo only for the villain to kick him squarely in the jaw and dive through a nearby window.

Ben curled into a ball and shot towards Skye with Cap keeping pace beside him. Cap launched himself at the explosive and braced his shield against the explosion just as Cannonbolt opened up over Wasp and Skye, and curled over them encompassing them in his impenetrable shell. The explosion leveled the front half of the mansion and slammed Cannonbolt into the stairs, however Cap's shield refused to give and funneled most of the damage away from him and the others.

Ben transformed back to normal and collapsed backwards onto the stairs with Skye on top of him and Wasp resting somewhat comfortably on top of his head. The sudden jolt however woke her up. Wasp looked around somewhat shocked before realizing where she was, she flitted up into the air and landed next to Cap and gave him a puzzled look, "What did I miss?"

"The Captain seems to have destroyed the entrance to your manner." T'Challa said as he landed on the banister above her.

"Who are you?" Ben asked as he helped Skye to her feet, though Wasp noticed that he didn't let go of her hand after they regained their feet.

"All in good time my shape shifting friend." The stranger responded humorously, "At the moment however your teammates need your assistance."

"Captain," the stranger said as he addressed Steve, "I will be in touch."

With that T'Challa disappeared before their eyes leaving the remaining heroes to head to the base below so they could go assist their friends.

* * *

At first the lightning had seemed to produce the needed effect as creatures exploded across the island. This proved to be a false hope when the creatures reformed even bigger and more chaotic than before.

"Thor stop!" Giant Man yelled as he struggled to keep his head free, "The lightning is only making them grow!"

"You say Midgardian science is responsible for this monstrosity?" Thor yelled, struggling against the creatures many tentacles as it dragged him down to earth.

"Well people are responsible for it, bad people." Hank, said as he tried to keep the Adaptoid from crushing him, "Using science very irresponsibly."

"Whoever made this thing has more than a few screws loose," Kevin shouted as he fought desperately to free himself, "And I would be more then happy to knock them back into place."

"Instead of complaining could one of you please _do _something?!" Iron Man yelled as his latest attempt to escape failed, the tendrils pulling him back down to terra firma. His question was answered however when a red and white disk cut through the tentacles holding him down allowing him to fly free.

He looked up and spotted Ben, Cap and Wasp standing on the bay door of the Quinjet. Without a second thought Ben and Cap jumped, the formed glowing bright green as he descended.

"The cavalry has arrived! Rawk!" Astrodactyl shouted as he and Wasp soared above the Adaptoid covered island. They began opening fire yellow and green bursts of energy tearing into the massive Adaptoid causing it to writhe in pain and release the other Avenger's. Ben dived pulling Kevin and Hank out of the twitching muck, while Thor used his great strength to rip free of the weakened creature.

They all landed besides Cap who was glaring up at the Adaptoid wrapping itself around the Statue of Liberty.

"What now Cap? Rawk!" Ben asked as he deposited Kevin and Hank onto the pavement beside him, "You're the only one who's fought these things before?"

"These creatures are almost exactly like the ones that attacked the mansion expect the seem more feral," Cap said, "Zola was never good at controlling when they got this big."

"Of course, why didn't I see this sooner." Hank cried as he began studying the creatures more closely, "I thought I noticed Zola's hand in these creatures, it also explains why only Wasp's and Astrodactyl's attacks had any effect on them."

"You know all this how?" Cap asked, staring at Hank suspiciously.

"I studied some of his creations before," Hank responded, "They all had a weakness, instability and with the right energy signature we can accelerate that instability!"

Hank activated his helmet and began playing with the frequencies sending out a message that caused the creatures to start tearing themselves apart.

"Changeling, Wasp start firing," Ant-Man ordered, both of them nodded and began firing blast after blast tearing hole's in the creature's skin, "Iron Man, modulate your repulsors so they are matching the signal my helmet is giving off!"

"JARVIS, what he said." Tony said, as he freed himself once again from the creature's clutches.

"Indeed, modulating repulsors now.." JARVIS said as Tony's repulsor's lit up yellow. The Adaptoid reached a swarm of tentacles towards him and then ensnared him only for twin beams of yellow energy to fly out of them, tearing them into little scraps. The other's kept assaulting the creature as Tony powered up his Uni-beam and fired it dead center into the heart of the swarming creatures. The beast gave one long pained roar before exploding into a disgusting rain of waxy flesh and sparking cybernetics.

Thor blew some of the much out of his face, as he stood up, his face one of utter disgust, "Victory is ours."

Behind him Kevin added to the mess by vomiting up a clump that had entered his throat, "Oh god it taste's like garlic and engine grease!"

"Hurray." Wasp said as for the second time she wiped her face clean of the gunk. Cap looked around before to his surprise a massive cheer went up as the people who had been trapped by the monster came out to celebrate their heroes.

Cap's face broke into a pleased smile, just as the others moved to stand beside him.

**Avenger's Mansion 21:13 EDT**

"Bio-engineered monsters, freaky ooze creatures," Tony said as he watched the news with Cap who stood off to the side staring at the screen, "Is that what it was like fighting evil in the 40's?"

"No," Cap said before turning a giving Tony a cocky grin, "Sometimes it got strange."

"I would love to see your definition of strange." Skye said as she entered the room and sat down on the couch next to Tony, who only shook his head in disbelief.

"What surprises me most is that Captain America just made a joke." Tony said as he took a sip of his bourbon.

"Don't get used to it," Cap said, his smile melting away, "And please call me Steve."

Tony nodded his head before Skye nudged him in the side, "We found something for you I think you might like it."

Tony stood up and handed Cap a picture frame and inside was of the Howling Commando's plus The Cadet's, Namor, Howard Stark, and...Peggy.

"Where did you get this?" Cap asked shocked.

Skye and Tony shared a smile before the former answered, "I may or may not have taken this from Coulson's collection."

"He looks up to you a lot so did my dad," Tony said, "And a lot of us still do which is why I have decided with no small prodding from the other's especially Tremors here to officially ask you to join the Avengers."

"Are you sure about that," Cap asked, giving them both a critical stare, "I'm a man out of time, my hero days are far behind me."

"That's not true," A new voice said as Ben entered the parlor, "I had no clue who you where and to be honest I didn't see why everyone trusted you so implicitly, and now I know why you saved all of our hides today Cap, without so much as even a second thought. We need someone like you on our team."

"Between two amnesiacs, a god, a slightly mad scientist, an adrenaline junky and an eccentric billionaire I feel like we need someone like you to keep us ground." Skye said earning her a mock glare from Tony and Ben.

"Well when you put it like that how can I refuse." Steve said with a smile before shaking Tony's hand, "However we do need to talk about that black suited Avenger who helped Ben and I fight off Zemo."

"What black suited Avenger?" Tony asked confused.

"Someone was inside the mansion Tony, he stop Zemo from killing the Captain and then just disappeared," Ben explained, "None of us know who he is, how he got in or where he went."

"And just when I thought I would be getting some sleep tonight." Tony grumbled as he set his bourbon aside and listened to the full story.

**SHIELD Helicarrier 22:45 EDT**

"Sir we had another power fluctuation," Leopold Fitz said as Coulson entered the lab.

"Has she woken up yet Fitz?" Coulson asked as he looked over the white haired girl, who was currently unconscious laid out on a bed in the med-bay.

"No but earlier when Jemma was here, there were massive power fluctuations and her hands started glowing pink," Fitz said, "It was right around the same time Skye said Zemo attacked."

"When exactly." Coulson said, as he turned back to the sleeping girl.

"Right as Ben Tennyson passed out actually." Fitz said, "Is that important sir?'

"Well it certainly is interesting." Coulson said, "We need to have another talk with Tennyson after all.

**Location Unknown 22:50 EDT**

Zemo exited the elevator and paused briefly when he noticed once again all the lights were out in Zola's lair.

"Your creatures failed me Arnim," Zemo said his tone barbed, "In order to defeat Captain America we must destroy the Avengers."

He was met by no response except for a flicker of light behind him, he whirled around with his hand on his blade and paused at the sight before him.

Zola's holographic form was trapped in some form of energy sphere and standing beside it where three figures, an alluring blonde woman in a skin tight green outfit holding an orb of light, and incredibly tall man holding a dual headed battle axe, and a plain looking man in a brown jacket holding a length of chain in his hands.

"Grant Ward." Zemo said coldly, looking over one of his many rivals from sole control of HYDRA, "What are you doing here."

"Looking for closure the same as you." Ward said his eyes glowing orange briefly, "You should really listen to what the lady has to say.

**Well first off I am really sorry for leaving you guys hanging again, I hit a wall recently and I just got out a slump that prevented me from writing but, as of now I will try to finish chapters at a much more productive rate. That being said while this story is not officially going on Hiatus I will be turning my attention back to Fall of Cadmus, because I haven't written anything for that story for SEVEN MONTHS! Good god! So as you may have noticed I changed up Black Panther's introduction, and may have finally revealed why Ben is having complications with the Omnitrix, oh and uh yeah I added Grant Ward, that's gonna be fun. So I do want to run something by you guys, I've been thinking for a while that I am a little too restricted with Just the Avenger's and was wondering if I should change the story to encompass the MCU or Marvel as a whole. So starting now You guys get to decide if I stay the path or change. Leave a comment describing what you want and I will do as the majority asks. Vox is searching for flames as usual, This has been Damont Evermore Peace!**


	8. Announcement

So I have three updates I would to share with you all and one unfortunately is bad news.

First and foremost Ben 10 Infinity is for a lack of a better word dead. Sorry but I kept thinking over and over about this story and where I wanted to take it and I realized that the set up that I had created is no where near strong enough to evolve into the story I actually want to create so...

I am announcing the creation of it's successor Ben 10: Agent of Shield which will deal more with the MCU and the X-Men movies, however I will still tweak everything to my want and/or need, expect the fist chapter after I finish the Downfall three-parter of my Young Justice story.

And finally I am also announcing the beginning of a completely new AU story revolving around the Rooster Teeth original series RWBY, it will be a very heavy AU though so any fanatic Monty Oum fans be warned, again as always original characters will abound, in the form of my original Team BAZR. I was saving it till the Volume 4 release but...RTX has gotten me way to jazzed!

I'm back on a more regular schedule folks so expect all of these to be coming out sooner rather then you know six months down the line.

**For my Young Justice Readers don't comment on this post because you will not be allowed to comment on it's replacement.**


	9. Chapter 9

For all the fans of my Ben 10 Infinity story, it has been adopted! A guy by the name of VerBeek has taken over the story and is planning on putting out the first revamped chapter of "Infinity" soon. I'm sorry to have to just up and leave but I think i left the story in good hands! This is Evermore signing off for the final time! Bye guys.


	10. Announcement 2

The first Chapter is going to be up very shortly so hop on over to VerBeek's profile to enjoy his revamped story Infinity.


End file.
